Rakesh Gupta
Rakesh Gupta
Rakesh Gupta
Dear Sir(s),
Sub: Notice of 20th Annual General Meeting and Annual Report 2023-24
This is to inform that the 20th Annual General Meeting (‘AGM’) of the members of the
Company will be held on Saturday, September 28, 2024 at 11:30 A.M. (IST) through Video
Conferencing (VC) / Other Audio Visual Means (OAVM), in accordance with applicable
circulars issued by Ministry of Corporate Affairs ("MCA") and SEBI.
The Annual Report for the financial year 2023-24, including the Notice convening the AGM,
are enclosed herewith.
The Company will provide to its members the facility to cast their vote(s) on all resolutions set
out in the Notice by electronic means (‘e-voting’). The detailed process to join meeting
through VC / OAVM and e-voting, are set out in Notice of the AGM. The cut-of-date is
Saturday, September 21, 2024 for the purpose of determining the eligible members to vote
on resolutions set out in the Notice of AGM and to attend the AGM.
Thanking you.
Yours faithfully,
For Reliance Communications Limited
RAKESH Digitally signed by
RAKESH GUPTA
Rakesh Gupta
Company Secretary
Encl.: As above
(Reliance Communications Limited is under corporate insolvency resolution process pursuant to
the provisions of the Insolvency and Bankruptcy Code, 2016. With effect from June 28, 2019, its
affairs, business and assets are being managed by, and the powers of the board of directors are
vested in, the Resolution Professional, Mr. Anish Niranjan Nanavaty, appointed by Hon'ble
National Company Law Tribunal, Mumbai Bench, vide order dated June 21, 2019 which was
published on the website of the Hon'ble National Company Law Tribunal, Mumbai Bench on
June 28, 2019).
Registered Office:
Reliance Communications Limited. H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710
CIN No.: L45309MH2004PLC147531
Communications
Annual Report
2023-24
Profile
Reliance Communications Limited (RCOM),
is a telecommunication service provider with
businesses including National/ International Long
Distance business.
Directors Contents Page No.
Investor Information......................................................................45
Key Managerial Personnel
Toll free no (India) : 1800 309 4001 Notes to the Consolidated Financial Statements.................... 145
Tel. : +91 40 6716 2222
Fax : +91 40 67 16 1791 Statement containing salient features of the
E-mail : [email protected] financial statements of subsidiaries/
associate companies / joint ventures....................................... 209
20 th Annual General Meeting on Saturday, September 28, 2024 at 11.30 A.M. (IST)
through Video Conference (VC) / Other Audio Visual Means (OAVM)
Notice
Notice is hereby given that the 20th Annual General Meeting inter alia, seeking substitution of itself as the resolution applicant
(AGM) of the Members of Reliance Communications in the resolution plan submitted by it in respect of the Company.
Limited (“Company” or “RCOM”), a company undergoing Pursuant thereto, the NCLT vide its order dated December 12,
corporate insolvency resolution process under the provisions 2023 has allowed the said application and approved the request
of the Insolvency and Bankruptcy Code, 2016, will be held on for replacement of successful resolution applicant (i.e. UVARCL)
Saturday, September 28, 2024 at 11.30 A.M. (IST) through with M/s. UV stressed Assets management Private Limited.
Video Conference (VC) / Other Audio Visual Means (OAVM)
facility to transact the business as herein contained; In view hereof, this Annual General Meeting is being called and
convened.
Agenda Item no. 1 of this Notice (which formed part of the
Notice for the19th Annual General Meeting and for which requisite Ordinary Business carried forward from the 19th Annual
number of votes were not cast in favour by the members), is General Meeting:
being placed before the members once again for consideration 1. To consider and adopt:
and adoption at this 20th Annual General Meeting.
a) the Audited Standalone Financial Statement of the
Background: Company for the financial year ended March 31, 2023
Pursuant to an application filed by Ericsson India Pvt. Ltd before and the reports of the Directors and Auditors thereon,
the Hon’ble National Company Law Tribunal, Mumbai Bench and
(“NCLT”) in terms of Section 9 of the Insolvency and Bankruptcy b) the Audited Consolidated Financial Statement of the
Code, 2016 read with the rules and regulations framed Company for the financial year ended March 31, 2023
thereunder (“Code”), the NCLT had admitted the application and and the report of the Auditors thereon.
ordered the commencement of Corporate Insolvency Resolution
Process (“CIR process” or “CIRP”) of the Company vide its order Ordinary Business of 20th Annual General Meeting:
dated May 15, 2018 (“Admission Order”). The Hon’ble NCLT 2. To consider and adopt:
had, pursuant to the Admission Order, appointed an Interim
Resolution Professional(“IRP”) for the Company vide its order a) the Audited Standalone Financial Statement of the
dated May 18, 2018. In terms of the Admission Order, inter Company for the financial year ended March 31, 2024
alia, the management of the affairs of the Company was vested and the reports of the Directors and Auditors thereon,
in the IRP. and
Subsequently, the Hon’ble National Company Law Appellate b) the Audited Consolidated Financial Statement of the
Tribunal (“NCLAT”), while adjudicating upon an appeal preferred Company for the financial year ended March 31, 2024
against the Admission Order, vide its order dated May 30, and the report of the Auditors thereon.
2018, inter alia, stayed the Admission Order and allowed the
3. To appoint a Director in place of Shri Punit Garg, (DIN:
management of the Company to function (“Stay Order”). On
00004407), who retires by rotation under the provisions
April 30, 2019, the NCLAT, upon allowing the withdrawal of the
of the Companies Act, 2013 and being eligible, offers
aforesaid appeal, vacated all interim orders including the Stay
himself for reappointment as Director and in this regard to
Order. The NCLT, “vide its order” May 7, 2019, directed the IRP
consider and if thought fit, to pass the following resolution
to proceed in the CIRP of the Company. Upon vacation of the
as an Ordinary Resolution:
Stay Order and the aforesaid order of the NCLT, the CIR Process
of the Company re-commenced. RESOLVED THAT in accordance with the provisions
of Section 152 and other applicable provisions of the
Thereafter, the Committee of Creditors (“COC”) of the Company
Companies Act, 2013, and the relevant rules made
pursuant to its meeting held on May 30, 2019, resolved
thereunder (including any statutory modification(s) or re-
with the requisite voting share, to replace the IRP with
enactment thereof, for the time being in force), Shri Punit
Shri. Anish Niranjan Nanavaty, as the resolution professional for
Garg (DIN: 00004407), who retires by rotation at this
the Company (“RP” or “Resolution Professional”). Subsequently,
meeting, be and is hereby appointed as a Director of the
the Hon’ble NCLT has appointed Shri. Anish Niranjan Nanavaty as
Company.
the RP for the Company vide its order dated June 21, 2019, which
was published on June 28, 2019. Accordingly, the management (His appointment is a part of compliance with section
of the Company vests in the RP during the continuance of the 152(6) of the Companies Act, 2013. However, the powers
CIR process period of the Company. of the Board shall continue to remain suspended during the
continuance of CIR Process. The tenure of directors will
In accordance with the provisions of the Code, various resolution
be subject to the terms of the Resolution Plan as may be
plans in respect of the Company were received by the RP. The
approved by the NCLT in terms of Section 31 of the Code).
COC, in its meeting held on March 02, 2020, Had approved the
resolution plan submitted by UV Asset Reconstruction Company Special Business of 20th Annual General Meeting
Limited (“UVARCL”) in respect of the Company in terms of
4. Appointment of Smt. Grace Thomas (DIN 07079566)
the provisions of the Code (“Resolution Plan”) which was
as a Non-Executive Non Independent Director of the
subsequently submitted to the Hon’ble NCLT on March 6, 2020
Company. To consider and, if thought fit, to pass the
in accordance with Section 30(6) of the Code. The application
following resolution as an Ordinary Resolution:
for approval of the Resolution Plan continues to remain sub-
judice with the Hon’ble NCLT. In the interim, an application (IA “RESOLVED THAT pursuant to the provisions of section
No. 383 of 2023) was filed by UVARCL before NCLT Mumbai, 152 and all other applicable provisions, if any, of the
Companies Act, 2013 (hereinafter referred to as “the
2
Reliance Communications Limited
Notice
Act’) and the relevant rules made thereunder (including may be necessary, proper and expedient to give effect to
any statutory modification(s) or re-enactment thereof, for this Resolution.”
the time being in force), and the applicable regulations
under the Securities and Exchange Board of India (Listing 6. Ratification of remuneration payable to Cost Auditor of
Obligations and Disclosure Requirements) Regulations, the Company for the financial year ending March31,
2015, as amended from time to time, the provisions 2025:
of the Articles of Association of the Company and as To consider and, if thought fit, to pass the following
per the terms and condition of the agreement executed resolution as an Ordinary Resolution:
with her and any other applicable provision of the law.
Smt. Grace Thomas (DIN: 07079566), whose appointment “RESOLVED THAT a fee of ` 50,000 (Rupees fifty thousand
as an additional Director and designation as Non-Executive only) excluding tax and out of pocket expenses, if any, for
Director was approved by the Committee of Creditors of the financial year 2024-25 payable to M/s. N. Ritesh and
the Company in terms of section 28 of the Insolvency and Associates, Cost Accountants (Firm Registration Number
Bankruptcy Code, 2016 in its meeting held on December R100675), appointed by the Resolution Professional as the
19, 2023, of which e-voting results were declared on and Cost Auditors of the Company, based on recommendations
such appointment is effective from February 03, 2024 of the Audit Committee and the Directors, for auditing
and who holds office up to the date of ensuing Annual the cost accounting records of the Company for the
General Meeting and in respect of whom the Company has financial year ending March 31, 2025 be and is hereby
received a notice in writing from a member under section ratified pursuant to the provisions of Section 148 and all
160 of the Act proposing her candidature for appointment other applicable provisions, if any, of the Companies Act,
as a Non-Executive Director, be and is hereby liable to 2013 read with the rules made there under (including any
retire by rotation. statutory modification(s) or re-enactment(s) thereof, for
the time being in force).
RESOLVED FURTHER THAT the resolution professional of
the Company or any other persons exercising the powers RESOLVED FURTHER THAT the Resolution Professional of
of the Board of Directors in terms of the Resolution plan the Company or any other persons exercising the powers
approved by the NCLT, directly or through and person of the Board of Directors in terms of the Resolution Plan
authorized in this behalf, be and is hereby authorized to approved by the NCLT, directly or through any person
all such acts, deeds, attend to such matters and things and authorized in this behalf be and are hereby authorised to
take all steps as may be necessary, proper and expedient to do all acts, deeds and things and take all such steps as
give effect to this resolution.” may be necessary, proper or expedient to give effect to this
5. Appointment of Shri Rakesh Gupta, as Manager resolution.”
(Designated as Key Managerial Personnel) of the For Reliance Communications Limited
Company: (Company under Corporate Insolvency Resolution Process)
To consider and, if thought fit, to pass the following
resolution as Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections Rakesh Gupta
196, 197, 203 and other applicable provisions, if any, of Company Secretary & Compliance Officer
the Companies Act, 2013 (the Act) (including any statutory (Membership No.:F5951)
modification or re-enactment thereof for the time being
in force) read along with Schedule V to the Act and the Registered Office:
Companies (Appointment and Remuneration of Managerial H Block, 1st Floor
Personnel) Rules, 2014, as amended from time to time, Dhirubhai Ambani Knowledge City
consent of the Company be and is hereby accorded for Navi Mumbai 400 710
the appointment and terms of remuneration of Shri Rakesh CIN:L45309MH2004PLC147531
Gupta as Manager of the Company for the period of Three Website: www.rcom.co.in
years commencing from February 03, 2024 to February
02, 2027, as approved by Committee of Creditors (CoC) of Date: May 29, 2024
the company in its meeting held on December 19, 2023 of
which e-voting results were declared on February 03, 2024 Notes:
and upon the terms and conditions including remuneration
1. Statement pursuant to Section 102(1) of the Companies
set out in the Explanatory Statement annexed to the
Act, 2013 (“Act”) relating to item of Special Business to
Notice convening this meeting (including the remuneration
be transacted at the Annual General Meeting (“AGM”) is
to be paid in the event of loss or inadequacy of profits in
annexed hereto.
any financial year during the tenure of his appointment),
with liberty to Directors, Resolution Professional (RP) of 2. Pursuant to General Circulars No.14/2020 dated April 8,
the Company to alter and vary the terms and conditions of 2020, No.17/2020 dated April 13, 2020, No.20/2020
the said appointment in such manner as may be agreed to dated May 5, 2020, No. 02/2021 dated January 13,
between the Directors and Shri Rakesh Gupta. 2021, No. 21/2021 dated December 14, 2021, No.
RESOLVED FURTHER THAT any Director, Company 2/2022 dated May 5, 2022, No. 10/2022 dated
Secretary and Chief Financial Officer of the Company be December 28, 2022 and No.09/2023 dated September
and is hereby authorised severally to take all such steps as 25, 2023 issued by the Ministry of Corporate Affairs
(collectively ‘MCA Circulars’), the Company is convening
3
Reliance Communications Limited
Notice
the 20th Annual General Meeting (‘AGM’) through Video Company. Except Shri Punit Garg, none of the Director /
Conferencing (‘VC’)/Other Audio Visual Means (‘OAVM’), Key Managerial Personnel and Resolution Professional of
without the physical presence of the Members at a the Company and their relatives are, in any way, concerned
common venue. Further, Securities and Exchange Board or interested, financially or otherwise, in the resolution set
of India (‘SEBI’), vide its Circulars dated May 12, 2020, out at item No. 3 of this Notice.
January 15, 2021, May 13, 2022, January 5, 2023,
5. Item no.1 of this Notice, which formed part of the
October 7, 2023 and other applicable circulars issued in
Notice calling 19th Annual General Meeting, for which
this regard (collectively ‘SEBI Circulars’), have provided
requisite number of votes were not cast in favour by the
relaxations from compliance with certain provisions of the
members, accordingly is being placed before the members
SEBI (Listing Obligations and Disclosure Requirements)
for consideration and adoption at this 20th Annual General
Regulations, 2015 (‘Listing Regulations’). In compliance Meeting.
with the applicable provisions of the Companies Act, 2013
(‘the Act’), the Listing Regulations and MCA Circulars, the 6. In compliance with the aforesaid MCA Circulars and SEBI
20th AGM of the Company is being held through VC/OAVM Circulars Notice of the AGM alongwith the Annual Report
on Saturday, September 28, 2024 at 11:30 a.m. (IST). 2023-24 is being sent only through electronic mode to
those Members whose email addresses are registered with
3. Since AGM is being held pursuant to the MCA and SEBI the Company/ Kfintech or Central Depository Services
have circulars through VC/OAVM, physical attendance (India) Limited (CDSL)/ National Securities Depositories
of Members have been dispensed with. Accordingly, the Limited (NSDL) (“Depositories”). Members may note
facility for appointment of proxies will not be available for that the Notice and Annual Report 2023-24 will also be
the AGM and hence the proxy Form and Attendance Slip available on the Company’s website at www.rcom.co.in,
are not annexed to this Notice. websites of the Stock Exchanges i.e. BSE Limited and
4. Re-appointment of Director: National Stock Exchange of India Limited at www.bseindia.
com and www.nseindia.com respectively, and also on the
At the ensuing AGM, Shri Punit Garg, Director of the website of KFin Technologies Limited (formerly known as
Company shall retire by rotation under the provisions of the KFin Technologies Private Limited) (“KFintech”) at www.
Act and being eligible, offers himself for re-appointment. kfintech.com.
The Resolution Professional of the Company (having the 7. Members whose email address is not registered can register
powers of the board of Directors of the Company) basis the the same in the following manner so that they can receive
recommendation provided by the Directors of the Company all communications from the Company electronically:
in their meeting dated May 29, 2024 hereby proposes the
a. Members holding share(s) in physical mode can
reappointment of Shri Punit Garg.
register their e-mail ID on the Company’s website
The details pertaining to Shri Punit Garg pursuant to the at https://www.rcom.co.in/our-company/investor-
requirements of regulation 36(3) of the Listing regulations relations/shareholdersregistration-2/ by providing the
and secretarial standard on General Meetings (SS-2) issued requisite details of their holdings and documents for
by the Institute of Company Secretaries of India, are registering their e-mail address; and
furnished hereunder: b. Members holding share(s) in electronic mode are
Shri Punit Garg, 59 years, a qualified Engineer, is part of requested to register / update their e-mail address
senior management team of Reliance Group since 2001. with their respective Depository Participants (“DPs”)
He has held several positions in the Company, including for receiving all communications from the Company
CEO of Indian and Global Enterprise Business, Corporate electronically.
Strategy and Regulatory Affairs of the Company. With rich 8. The Company has engaged the services of KFintech, as the
experience of over 37 years, Shri Garg has created and led authorized agency for conductinge - AGM and providing
billion dollar businesses. As a visionary, strategist and team e-voting facility.
builder he has driven profitable growth through innovation
and operational excellence. He was President, Telecom 9. Members attending the AGM through VC / OAVM shall be
Business of the Company and elevated to the Board as counted for the purpose of reckoning the quorum under
Non-Executive Director of the Company before resigning Section 103 of the Act.
as Executive Director of the Company on April 05, 2019. 10. Since the AGM will be held through VC / OAVM, the Route
He is also on the Board of Reliance Infrastructure Limited, Map is not annexed in this Notice.
BSES Yamuna Power Limited, Reliance Power Ltd. and 11. Relevant documents referred to in the accompanying
BSES Rajdhani Power Limited. Notice calling the AGM are available on the website of the
Shri Garg is a member of the Audit Committee, Stakeholders Company for inspection by the Members.
Relationship Committee, Nomination and Remuneration 12. Members are advised to refer to the section titled “Investor
Committee and Corporate Social Responsibility Committee Information” provided in the Annual Report.
of the Company. He is not holding any equity share of the
Company as on March 31, 2024. 13. Members are requested to fill in and submit online Feedback
Form provided in the ‘Investor Relations’ section on the
He does not hold any relationship with other Directors, Key Company’s website www.rcom.co.in to aid the Company in
Managerial Personnel and Resolution Professional of the its constant endeavour to enhance the standards of service
4
Reliance Communications Limited
Notice
Part A - E-voting
1. Access to Depositories e-Voting system in case of individual memebers holding shares in demat mode.
5
Reliance Communications Limited
Notice
Securities held in demat 1. Existing user who have opted for Easi / Easiest
mode with CDSL
i. Visit URL: https://web.cdslindia.com/myeasi/home/login or URL: www.cdslindia.com
ii. Click on New System Myeasi
iii. Login with your registered user id and password.
iv. The user will see the e-Voting Menu. The Menu will have links of ESP i.e. KFintech
e-Voting portal.
v. Click on e-Voting service provider name to cast your vote.
2. User not registered for Easi / Easiest
i. Option to register is available at https://web.cdslindia.com/myeasitoken/Registration/
EasiestRegistration
ii. Proceed with completing the required fields.
iii. Follow the steps given in point 1.
3. Alternatively, by directly accessing the e-Voting website of CDSL
i. Visit URL: www.cdslindia.com
ii. Provide your demat Account Number and PAN No.
iii. System will authenticate user by sending OTP on registered Mobile & Email as recorded
in the demat Account.
iv. After successful authentication, user will be provided with the link for the respective
ESP i.e. KFintech where the e- Voting is in progress.
Login Through their demat i) You can also login using the login credentials of your demat account through your DP
accounts/ Website registered with NSDL /CDSL for e-Voting facility.
of Depository Participants
ii) Once logged-in, you will be able to see e-Voting option. Once you click on e-Voting option,
you will be redirected to NSDL / CDSL Depository site after successful authentication,
wherein you can see e-Voting feature.
iii) Click on options available against company name or ESP – KFintech and you will be
redirected to e-Voting website of KFintech for casting your vote during the remote
e-Voting period without any further authentication.
Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password
option available at respective websites.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository
i.e. NSDL and CDSL.
Login type Helpdesk details
Securities held with NSDL Please contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.:
1800 1020 990 and 1800 22 44 30
Securities held with CDSL Please contact CDSL helpdesk by sending a request at [email protected] or
contact at 022- 23058738 or 022-23058542-43
6
Reliance Communications Limited
Notice
2. Access to KFintech e-Voting system in case of x. You may then cast your vote by selecting an
shareholders holding shares in physical form and non- appropriate option and click on “Submit”.
individual shareholders in demat mode.
xi. A confirmation box will be displayed. Click “OK”
(a) Members whose email IDs are registered with the to confirm else “CANCEL” to modify. Once you
Company/ DPs, will receive an email from KFintech have voted on the resolution(s), you will not be
which will include details of E-Voting Event Number allowed to modify your vote.
(EVEN), USER ID and password. They will have to
follow the following process: xii. During the voting period, members can login
any number of times till they have voted on the
i. Launch internet browser by typing the URL: Resolution(s).
https://emeetings.kfintech.com/
xiii. Corporate/Institutional Members (i.e. other than
ii. Enter the login credentials (i.e. User ID and Individuals, HUF, NRI, etc.) are also required to
password). In case of physical folio, User ID will send scanned certified true copy (PDF Format)
be EVEN (E-Voting Event Number), followed by of the Board Resolution/Authority Letter etc.,
folio number. In case of Demat account, User ID authorizing its representative to attend the
will be your DP ID and Client ID. However, if you AGM through VC / OAVM on its behalf and to
are already registered with KFintech for e-voting, cast its vote through remote e-voting together
you can use your existing User ID and password with attested specimen signature(s) of the duly
for casting the vote. authorized representative(s), to the Scrutinizer’s
iii. After entering these details appropriately, click on email id [email protected] with a copy
“LOGIN”. marked to [email protected]. The scanned
image of the above-mentioned documents
iv. You will now reach password change Menu should be in the naming format “Corporate
wherein you are required to mandatorily change Name_Even No.”
your password. The new password shall comprise
of minimum 8 characters with at least one upper (b) Members whose email IDs are not registered with
case (A- Z), one lower case (a-z), one numeric the Company/DPs, and consequently the Annual
value (0-9) and a special character (@,#,$, Report, Notice of AGM and e-voting instructions
etc.). The system will prompt you to change cannot be serviced, will have to follow the following
your password and update your contact details process:
like mobile number, email ID, etc. on first login.
You may also enter a secret question and answer i. Temporarily get their email address and mobile
of your choice to retrieve your password in case number provided with KFintech, by sending an
you forget it. It is strongly recommended that e-mail to [email protected]. Members are
you do not share your password with any other requested to follow the process as guided to
person and that you take utmost care to keep capture the email address and mobile number for
your password confidential. sending the soft copy of the notice and e-voting
instructions along with the User ID and Password.
v. You need to login again with the new credentials. In case of any queries, member may write to
[email protected].
vi. On successful login, the system will prompt you to
select the “EVEN” i.e., ‘Reliance Communications ii. Alternatively, member may send an e-mail
Limited- AGM” and click on “Submit” request at the email id einward.ris@kfintech. com
vii. On the voting page, enter the number of share(s) along with scanned copy of the signed request
(which represents the number of votes) as on letter providing the email address, mobile number,
the Cut-off Date under “FOR/AGAINST” or self-attested PAN copy and Client Master copy
alternatively, you may partially enter any number in case of electronic folio and copy of share
in “FOR” and partially “AGAINST” but the total certificate in case of physical folio for sending the
number in “FOR/ AGAINST” taken together shall Annual report, Notice of AGM and the e-voting
not exceed your total shareholding as mentioned instructions.
herein above. You may also choose the option iii. After receiving the e-voting instructions, please
ABSTAIN. If the member does not indicate either follow all steps above to cast your vote by
“FOR” or “AGAINST” it will be treated as “ABSTAIN”
electronic means.
and the shares held will not be counted under
either head. Part B – Access to join virtual meetings (e-AGM) of the
Company on KFintech system to participate in e-AGM and
viii. Members holding multiple folios/demat accounts
vote thereat.
shall choose the voting process separately for
each folio/ demat accounts. Instructions for all the shareholders for attending the AGM of the
Company through VC/OAVM and e-Voting during the meeting.
ix. Voting has to be done for each item of the notice
separately. In case you do not desire to cast your i. Member will be provided with a facility to attend the AGM
vote on any specific item, it will be treated as through VC / OAVM platform provided by KFintech. Members
abstained. may access the same at https://emeetings. kfintech.com/
7
Reliance Communications Limited
Notice
by using the e-voting login credentials provided in the x. In case of any query and/or grievance, in respect of
email received from the Company/ KFintech. After logging voting by electronic means, members may refer to the
in, click on the Video Conference tab and select the EVEN Help & Frequently Asked Questions (FAQs) and E-voting
of the Company. Click on the video symbol and accept the user manual available at the download section of https://
meeting etiquettes to join the meeting. Please note that evoting.kfintech.com (KFintech Website) or at evoting@
the members who do not have the User ID and Password kfintech.com or call KFintech’s toll free no. 1800-309-
for e-Voting or have forgotten the User ID and Password 4001.
may retrieve the same by following the remote e-Voting
instructions mentioned above. xi. In case a person has become a member of the Company
after dispatch of AGM Notice but on or before the cut-
ii. Facility for joining AGM though VC/ OAVM shall open off date for E-voting, he/she may obtain the User ID and
at least 15 minutes before the time scheduled for the Password in the manner as mentioned below:
Meeting.
i. If the mobile number of the member is registered
iii. Members are encouraged to join the Meeting through against Folio No./ DP ID Client ID, the member may
Laptops / Desktops with Google Chrome (preferred send SMS: MYEPWD <space> E-Voting Event Number
browser), Safari, Microsoft Edge, Mozilla Firefox 22. + Folio No. or DP ID Client ID to 9212993399
iv. Members will be required to grant access to the webcam 1. Example for NSDL:
to enable VC / OAVM. Further, Members connecting from
Mobile Devices or Tablets or through Laptop connecting MYEPWD <SPACE> IN12345612345678
via Mobile Hotspot may experience Audio/Video loss due
2. Example for CDSL:
to fluctuation in their respective network. It is therefore
recommended to use Stable Wi-Fi or LAN Connection to MYEPWD <SPACE> 1402345612345678
mitigate any kind of aforesaid difficulties.
3. Example for Physical:
v. As the AGM is being conducted through VC / OAVM, for
the smooth conduct of proceedings of the AGM, members MYEPWD <SPACE> XXXX1234567890
are encouraged to express their views / send their queries ii. If e-mail address or mobile number of the member
in advance mentioning their name, demat account number is registered against Folio No. / DP ID Client ID, then
/ folio number, email id, mobile number at https:// on the home page of https://evoting.kfintech.com/,
evoting. kfintech.com. Queries received by the Company the member may click “Forgot Password” and enter
till Wednesday, September 25, 2024 (5.00 P.M. IST) shall Folio No. or DP ID Client ID and PAN to generate a
only be considered and responded during the AGM. password.
vi. The members who have not cast their vote through xii. Members who may require any technical assistance or
remote e-voting shall be eligible to cast their vote through support before or during the AGM are requested to contact
e-voting system available during the e-AGM. E-voting KFintech at toll free number 1800-309-4001 or write to
during the AGM is integrated with the VC / OAVM platform. them at [email protected].
The members may click on the voting icon displayed on the
screen to cast their votes. 14. The Resolution Professional on the recommendation of
Directors of the Company has appointed Mr. Anil Lohia,
vii. A member can opt for only single mode of voting i.e., Partner or in his absence Mr. Khushit Jain, Partner, M/s.
through remote e-voting or voting at the AGM. Once the Dayal and Lohia, Chartered Accountants as the Scrutiniser
vote on a resolution(s) is cast by the member, the member to scrutinise the voting process in a fair and transparent
shall not be allowed to change it subsequently. manner. The Scrutiniser will submit their report to the
viii. Facility of joining the AGM through VC / OAVM shall be Resolution Professional or any other person authorised by
available for 1000 members on first come first served basis. him after completion of the scrutiny and the results of
However, the participation of members holding 2% or more voting will be announced after the AGM of the Company.
shares, promoters, and Institutional Investors, directors, key Subject to receipt of requisite number of votes, the
managerial personnel, chairpersons of Audit Committee, resolutions shall be deemed to be passed on the date of
Stakeholders Relationship Committee, Nomination and the AGM. The result of the voting will be submitted to
Remuneration Committee, Resolution Professional, Advisors the Stock Exchanges, where the shares of the Company
of Resolution Professional and Auditors are not restricted are listed and posted on the website of the Company at
on first come first serve basis. www.rcom.co.in and also on the website of Kfintech at
https://evoting.kfintech.com.
ix. The members who wish to speak during the meeting may
register themselves as speakers for the AGM to express 15. In case of any query on e-voting, Members may refer to the
their views. They can visit and login through the user id “Help” and “FAQs” sections / e-voting user manual available
and password provided by KFintech. On successful login, through a dropdown menu in the “Downloads” section of
select ‘Speaker Registration’. The Company reserves the KFin website for e-voting: https://evoting.kfintech.com or
right to restrict the speakers at the AGM to only those contact “KFin”, (Unit: Reliance Communications Limited),
members who have registered themselves, depending on Selenium Tower B, Plot 31-32, Gachibowli, Financial
the availability of time for the AGM. District, Nanakramguda, Serilingampally, Hyderabad - 500
032 at phone no. 1-800-309-4001 (toll free).
8
Reliance Communications Limited
Statement pursuant to Section 102(1) of the Companies Act, 2013 and pursuant to Regulation 36 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 to the accompanying Notice dated May 29, 2024
Item No. 4 as Asst. Commissioner of Income Tax (IRS). She is
associated with RCOM, as a Consultant / employee
Appointment of Smt. Grace Thomas (DIN 07079566) as a
since last 16 years.
Non-Executive Director of the Company.
ii) Terms and Condition of appointment : Appointed as Non
Pursuant to the provisions of the Companies Act, 2013 and
Executive Non Independent Director liable to retire by
the relevant rules made thereunder (including any statutory
rotation. w.e.f. 03.02.2024
modification(s) or re-enactment thereof and the Insolvency and
Bankruptcy Code, 2016, as applicable to the Company, Smt. iii) Details of last remuneration : Smt. Grace Thomas is
Grace Thomas was appointed as an Additional Non-Executive functioning in a professional capacity as a consultant with
Director of the Company, with effect from 3rd February, 2024, the Company since April 2021, with monthly consultant
by the Committee of Creditors of the Company pursuant to fees of ` 3,10,000 /-.
its meeting held on 19th December, 2023, of which e-voting
results were declared on 3rd February, 2024. iv) Details of Proposed remuneration: NIL
It will be further informed to the meeting that Smt. Grace v) Shareholding in the Company (Number of Shares as on
Thomas, could hold office of director upto the ensuing date 31st March, 2024 ) : 02
of Annual General Meeting (“AGM”) of the Company for the
vi) Number of Board Meeting attended during FY 2023-24:
financial year 31st March, 2024 and her appointment will be
one (appointed w.e.f. 03.02.2024)
regularized in the ensuing AGM.
vii) Relationship with Directors, Manager and other Key
Smt. Grace Thomas, has given her consent for the appointment
managerial personal (K.M.P.): None
at the ensuing Annual General Meeting and has also confirmed
that she is not in any way disqualified from appointment as per viii) Directorship held in other Public Companies as on
the provisions of the Act. 31.03.2024: NIL
The Company has also received a notice in writing from a member ix) Membership/Chairmanship of Committees in Other
under Section 160 of the Act, proposing the candidature of Public Companies: NIL
Smt. Grace Thomas for the office of a Director of the Company.
X) Name of listed companies from which Director has
Smt. Grace Thomas, aged 61 years, is a post graduate, M.Sc in resigned in past three years: None
Physics (Electronics) from Mumbai University. She has more than
38 years experience in taxation and administration. She has Item No. 5
worked with Income Tax Dept in various capacities for 22 years
As per provisions of Section 203 (1) of the Companies Act,
and has retired as Asst. Commissioner of Income Tax (IRS). She is
2013, every Company belonging to such class or classes of
associated with RCOM, as a Consultant / employee since last 16
companies, as may be prescribed, shall have in addition to
years. The details pertaining to smt. Grace Thomas pursuant to
Company Secretary and Chief Financial Officer, the Managing
Regulation 36(3) of the Securities and Exchange Board of India
Director or Chief Executive Officer or Manager, and in their
(Listing Obligations and Disclosure Requirements) Regulations,
absence, a Whole-time Director as whole time key managerial
2015 and the Secretarial Standards (SS2) on General Meetings
personnel in the Company.
are given as under:
Information about the appointee It is further informed that after resignation of Shri Vishwanath
D Rao, Whole-time Director of the Company, the post of Key
i) Background details: Managerial Personnel of the Company was vacant.
Ø Name : Grace Thomas The Committee of Creditors of the Company in its Meeting
held on December 19, 2023, of which e-voting results were
Ø Date of Birth : June 8,1963
declared on 3rd February, 2024, has approved the resignation
Ø Age : 61 years of Shri Vishwanath D Rao as Whole-time Director and Chief
Financial Officer of the Company with effect from 3rd February,
Ø Qualification: she is a post graduate, M.Sc in Physics 2024 and has further approved the appointment of Mr. Rakesh
(Electronics) from Mumbai University
Gupta, Company Secretary, as Manager of the Company with
Ø Date of first appointment on Board : Appointed as effect from 3rd February, 2024.
Additional Director Non executive w.e.f. 03.02.2024
Shri Rakesh Gupta has given his consent for his appointment as
pursuant to approval of Committee of Creditors (CoC)
a Manger of the Company. His tenure as Manager will be of 3
in its meeting held on December 19, 2023, of which
years w.ef. 03.02.2024 to 02.02.2027.
e-voting results were declared on February 03, 2024.
Rakesh Gupta, a member of the Institute of Company
Ø Experience and Nature of Experience in specific
Secretaries of India (ICSI), having membership no. F 5951,
functional are (Brief Resume):
has rich experience of over 22 years in Secretarial, Liaison,
Smt. Grace Thomas, aged 61 years, is a post graduate, Documentation, Coordination etc. of listed and unlisted
M.Sc in Physics (Electronics) from Mumbai University. companies. Out of 22 years post qualification experience, he has
She has more than 38 years experience in taxation worked for more than 20 years in listed companies as Company
and administration. She has worked with Income Tax Secretary and Compliance Officer. He was appointed in Reliance
Dept in various capacities for 22 years and has retired Communications Ltd. with effect from 12th December, 2018.
9
Reliance Communications Limited
Statement pursuant to Section 102(1) of the Companies Act, 2013 and pursuant to Regulation 36 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 to the accompanying Notice dated May 29, 2024
Shri Rakesh Gupta fulfils the conditions for eligibility of the ii) Past remuneration:
appointment as contained in part I of Schedule V of the
Companies Act, 2013. The details pertaining to Shri Rakesh In financial year 2022-23, the total remuneration
Gupta pursuant to the requirements of Schedule V of the Act, paid to Shri Rakesh Gupta as Manager of the Company
Regulation 36(3) of the Securities and Exchange Board of India was ` NIL
(Listing Obligations and Disclosure Requirements) Regulations, iii) Recognition or awards: NIL
2015 and the Secretarial Standards on General Meetings are
given as under: iv) Job profile and his suitability:
10
Reliance Communications Limited
Statement pursuant to Section 102(1) of the Companies Act, 2013 and pursuant to Regulation 36 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 to the accompanying Notice dated May 29, 2024
iii)
Expected increase in productivity and profits in of Directors of the Company), based on the recommendations of
measurable terms – Same as above point no. (ii). the Audit Committee and the Directors of the Company at their
meeting held on May 29, 2024.
iv) Particulars of remuneration to Shri Rakesh Gupta in
terms of Schedule V has been provided under the In terms of the provisions of Section 148(3) of the Companies
Corporate Governance report forming part of this Annual Act, 2013 read with the Companies (Audit and Auditors) Rules,
Report. 2014, the remuneration payable to the Cost Auditor needs to be
ratified by the members of the Company.
Disclosure
None of the Directors, Key Managerial Personnel, RP and their
The disclosures required under Schedule V of the Act have been
relatives are, in any way, concerned or interested, financially or
incorporated in the Directors’ Report under Corporate Governance
otherwise, in this resolution set out at Item no. 6 of this Notice,
section.
except to the extent of their shareholding in the Company.
Shri Rakesh Gupta is a Company Secretary of the Company
Based on the recommendation of the Audit Committee and the
and Company Secretary of the subsidiary Company Reliance
Directors of the Company, as noted and taken on record by the
Communications Infrastructure Limited .
Resolution Professional, the said Ordinary Resolution set out at
Save and except Shri Rakesh Gupta none of the Directors, Key Item No. 06 of the accompanying Notice is recommended for
Managerial Personnel of the Company and their relatives are, the approval of the Members.
concerned or interested, financially or otherwise, in the resolution
set out at Item No. 5 of the Notice. The Resolution Professional
For Reliance Communications Limited
based on the recommendation of Directors, accordingly
(Company under Corporate Insolvency Resolution Process)
recommends the Ordinary Resolution set out at Item No. 5 of
the accompanying Notice for the approval of the Members.
Rakesh Gupta
Item No. 6 Company Secretary & Compliance Officer
(Membership No.:F5951)
Ratification of Remuneration payable to Cost Auditor
The appointment and remuneration of M/s. N. Ritesh and Registered Office:
Associates, Cost Accountants (Firm Registration No. R100675) H Block, 1st Floor
as the Cost Auditor to audit the cost accounting records of Dhirubhai Ambani Knowledge City,
the Company for the financial year ending March 31, 2025, Navi Mumbai - 400 710
at a remuneration of ` 50,000 (Rupees fifty thousand only), CIN:L45309MH2004PLC147531
excluding tax and out of pocket expenses, if any, was approved Website: www.rcom.co.in
by the Resolution Professional (having the powers of the board
Date: May 29, 2024
11
Reliance Communications Limited
DIRECTORS’ REPORT
*Figures of previous year have been regrouped and reclassified, wherever required.
** Exchange Rate ` 83.3828 = US$ 1 as on March 31, 2024 (` 82.1678 = US$ 1 as on March 31, 2023).
12
Reliance Communications Limited
DIRECTORS’ REPORT
The performance and financial position of the subsidiary Subsidiary and Associate Companies
companies and associate companies are included in the GCX Limited:
consolidated financial statements of the Company and presented
in the Management Discussion and Analysis Report forming part During an earlier year, GCX Limited, a step down subsidiary of the
of this Annual Report. Corporate Debtor, along with its subsidiaries/affiliates (collectively,
“GCX”) had filed for voluntary pre-packaged restructuring under
Dividend Chapter 11 of the US Bankruptcy Code before Delaware court,
During the year under review, no dividend on the equity shares of USA. Objections were filed on behalf of the Corporate Debtor
the Company has been recommended. The dividend distribution which were not accepted by the court. The plan filed by GCX had
policy of the Company is uploaded on the Company’s website been confirmed by the court on December 4, 2019 (“Plan”).
at the link https://www.rcom.co.in/our-company/investor- The Plan, as confirmed, provides that the old equity interests
relations/corporate-governance/ in the debtors would be extinguished and the new ownership
Reserve would pass to the participating Note holders on the “Effective
Date” of the Plan. It provided that certain transactions needed
Due to losses and ongoing CIR process, the Company has not to occur and various regulatory approvals needed to be obtained
proposed to carry any amount in reserve. before the debtors would file a Notice of Effective Date (i.e., a
Business Operations notice declaring that, as of the stated date, the Plan had become
effective).
The Company provides Wireline & Wireless Telecom services
to the Business and Government segments. These include Pursuant to the order dated February 25, 2020, the court had
a comprehensive portfolio spanning Network Connectivity, granted a motion filed by GCX Limited along with the other
Enterprise Voice, Cloud Telephony, Access Number Services, debtors aimed at addressing the issues they have been having
Collaboration Services, Wholesale Voice &Value Added Service in completing the steps to make their plan effective inter alia
(VAS). The Company serves nearly 1,960 businesses of all sizes- seeking approval for process whereby a bifurcation had been
from multinational conglomerates to SMEs-belonging to almost created wherein debtors not requiring regulatory approvals could
every vertical: BFSI, Manufacturing, Logistics, Healthcare, IT complete their processes and arrive at effective date, while others
&ITeS, OTT and New Media, to name just a few. could wait for occurrence of their effective date upon fulfillment
of regulatory approvals. Accordingly, on April 14, 2020, a notice
There is No change in the nature of Business of the Company. had been issued intimating occurrence of “Effective Date” of
certain “non regulated debtors” while the “Effective Date of
Management Discussion and Analysis
the Plan with respect to Debtors GCX Limited, FLAG Telecom
Management Discussion and Analysis Report for the year under Network USA Limited, Reliance Globalcom Limited, and Vanco
review as stipulated under Regulation 34(2) of the Securities US, LLC (collectively, the “Regulated Debtors”) is expected to
and Exchange Board of India (Listing Obligations and Disclosure occur at a later date”. The court confirmed the afore said vide
Requirements) Regulations, 2015 (“Listing Regulations”), order dated April 21, 2020.
is presented in a separate section forming part of this Annual
A notice of occurrence of Effective Date for the Regulated
Report.
Debtors dated December 31, 2020 has been issued by counsel
Issue and Redemption of Non-Convertible Debentures to GCX (and served on Corporate Debtor). The said notice inter
alia provides that the Effective Date of the Plan for the Regulated
The Company has not carried out any fresh issue of Non-
Debtors has occurred on December 31, 2020.
Convertible Debentures (NCDs) in the current financial year.
In light of the aforesaid development, the Plan having now being
NCDs issued during the earlier years matured for final redemption
effective in respect of the Regulated Debtors and the Non-
during the financial year 2018-19, but remain unpaid in view of
Regulated Debtors, the Corporate Debtor has been divested of
the ongoing CIR Process.
its indirect equity interest in GCX and there is no impact on the
Deposits consolidated financial statements of the Corporate Debtor.
The Company has not accepted any deposit from the public Disclosure as required under Regulation 30 of the SEBI Listing
falling within the ambit of Section 73 of the Companies Act, Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015
2013 (“Act”) and the Companies (Acceptance of Deposits) dated 9th September 2015 regarding disposal of indirect
Rules, 2014. There are no unclaimed deposits, unclaimed/ equity interest in GCX Companies was intimated to the Stock
unpaid interest, refunds due to the deposit holders or to be Exchanges.
deposited with the Investor Education and Protection Fund as on
March 31, 2024.
13
Reliance Communications Limited
DIRECTORS’ REPORT
Reliance Telecom Limited: of RCOM, held an apartment at 400 W 12th Street #4EF
New York, NY 10014 (Property). During the year, in August
Pursuant to an application filed by Ericsson India Pvt. Ltd before
2023, the director of Bonn, sold the Property to a third party,
the Hon’ble NCLT in terms of Section 9 of the Code, the NCLT
without any authorization from or intimation to its shareholders
had admitted the application and ordered the commencement
(including RCOM) for a value of USD 8.3 million. The Resolution
of CIR process of Reliance Telecom Limited, subsidiary
Professional noted this transaction in the financial statements
company of the Company, vide its order dated May 15, 2018.
of Bonn for the period ended September 30, 2023 received
Shri. Anish Niranjan Nanavaty had been appointed as the
from the director for consolidation purposes. Further, on April 23,
resolution professional of Reliance Telecom Limited (RTL).
2024, through the Auditor of Bonn, the Resolution Professional
For RTL, in accordance with the provisions of the Code, various and Company was made aware of an investment agreement
resolution plans were received by the RP. The Committee of between Bonn and AZCO Realty, UAE, it is observed that vide
Creditors (CoC) of RTL, in their meeting held on March 02, said investment agreement, Bonn (through its director) agreed
2020, had approved a resolution plan submitted by UV Asset to invest USD 25 million in AZCO Realty (“AZCO”) and Bonn has
Reconstruction Company Limited, which was subsequently already made investment of USD 8.2 million which is reflected
submitted to the NCLT on March 6, 2020 in accordance with as Capital Advance (1st Tranche) from the sale proceeds of the
Section 30(6) of the Code. The same continues to remain sub- Property. As per the terms of agreement, Bonn has agreed to
judice with the Hon’ble NCLT. invest remaining amount before May 26, 2024 with AZCO. The
Agreement further states that, if Bonn fails to remit the remaining
Further, a substitution application of the resolution applicant (IA amount to AZCO on or before May 26, 2024, the investment
No. 749 of 2023) has been filed in RTL, wherein NCLT had agreement shall be automatically nullified and Bonn shall have no
directed the resolution professional of RTL to place on record rights to claim back the amount already invested, i.e. USD 8.2
necessary declaration(s) in relation to compliance with the million which formed part of the sale proceeds of the Property.
provisions of Section 29A, after getting the confirmation of CoC This said sale transaction and the investment were carried out
of RTL in relation thereto. The RP is in the process of filing an without approval of or intimation to the shareholders (including
affidavit with relation to the same. RCOM). The Company has sent a notice to the concerned
Reliance Communications Infrastructure Limited: director seeking clarification regarding the said transactions but
has not received any explanation so far. The Company is in the
Further, pursuant to an application filed by State Bank of India process of examining the legal remedies for the actions taken by
under Section 7 of the Code, the Hon‘ble NCLT vide order dated the director suo-moto, including recovery of the advance given
September 25, 2019, had ordered the commencement of CIR to AZCO.
process in terms of the Code in respect of Reliance Communications
Infrastructure Limited (RCIL), a wholly owned subsidiary of the Among foreign subsidiaries of the Company being Reliance
Company and had appointed Shri. Anish Niranjan Nanavaty as the Globalcom B.V., Reliance Communications (Australia) Pty Limited
resolution professional of Reliance Communications Infrastructure and Reliance Communications (New Zealand) Pte Limited were
Limited. A resolution plan submitted by a resolution applicant, deregistered w.e.f. June 01, 2023, June 04, 2023 and June 22,
Reliance Projects and Property Management Services Limited 2023 respectively during the year.
in respect of RCIL, was approved by the committee of creditors The summary of the performance and financial position of the
of RCIL pursuant to the meeting dated August 5, 2021, and in each of the subsidiary and associate companies are presented
this regard, an application was filed by the resolution professional in Form AOC – 1 and in Management Discussion and Analysis
of RCIL under Section 30(6) of the Code on August 31, 2021. Report forming part of the Annual Report. Also, a report on
Pursuant to the order dated December 19, 2023 passed by the performance and financial position of each of the subsidiary
the NCLT, the resolution plan dated July 17, 2020 (as amended companies and associate companies as per the Act is provided in
from time to time until June 21, 2021) read with the Addendum the consolidated financial statements.
dated August 9, 2021 (collectively the “RCIL Plan”) submitted The Policy for determining material subsidiary companies can
by Reliance Projects & Property Management Services Limited be accessed on the Company’s website at the link https://
through its division Infrastructure Projects, in respect of RCIL www.rcom.co.in/our-company/investor-relations/corporate-
was approved by the Hon’ble NCLT (“Approval Order”) and the governance/
CIRP of RCIL was concluded. Pursuant to the publication of
the Approval Order, Shri. Anish Nanavaty has ceased to be the Standalone and Consolidated Financial Statements
resolution professional of RCIL and has accordingly demitted
The audited financial statements of the Company are drawn up,
office. Pursuant to the terms of the RCIL Plan, a monitoring
both on standalone and consolidated basis, for the financial year
committee (“MC”) is required to be constituted, which is required
ended March 31, 2024, in accordance with the requirements of
to oversee management of the affairs of RCIL from the date of
the Companies (Indian Accounting Standard) Rules, 2015 (Ind
the Approval Order until the Effective Date (as defined under
AS) notified under Section 133 of the Act, read with relevant
the RCIL Plan). The MC has since been constituted which has
rules and other accounting principles. The Consolidated Financial
assumed its office and is undertaking its roles and responsibilities,
Statements has been prepared in accordance with Ind-AS and
in accordance with the terms of the RCIL Plan to effectuate the
relevant provisions of the Act based on the financial statements
implementation of the RCIL Plan.
received from subsidiaries, associates as approved by their
Foreign Subsidiaries of the Company: respective Board of Directors.
Bonn Investment Inc. (“Bonn”), an US entity and a subsidiary As RTL being a subsidiary of the Company is under CIR Process,
of Reliance Infocomm Inc. (“RII”), USA, a step-down subsidiary financial statements of RTL are approved and received from
14
Reliance Communications Limited
DIRECTORS’ REPORT
RTL and accordingly the Consolidated Financial Statements are In terms of the provisions of the Act, Shri Punit Garg Non-
prepared. Executive - Non Independent Director of the Company retires
by rotation and being eligible, offers himself for re-appointment
In the case of RCIL, the financial statements are approved at the ensuing AGM.
by Monitoring Committee of the Company on basis of
recommendation of the Director of the Company. A brief profile of Shri Punit Garg along with requisite details as
stipulated under Regulation 36(3) of the Listing Regulations are
Directors provided in this Annual Report.
During the year under review, Shri Vishwanath Devaraja Rao The details of programme for familiarization of Independent
resigned from his position as a Executive Director and Chief Directors with the Company, nature of the industry in which
Financial Officer of the Company w.e.f February 03, 2024. the Company operates and related matters are placed on the
Further Smt. Grace Thomas was appointed as an Additional Non- website of the Company at the link https://www.rcom.co.in/our-
Executive Director of the Company, with effect from 3rd February, company/investor-relations/corporate-governance/
2024, by the CoC of the Company pursuant to its meeting held on
19th December, 2023, of which e-voting results were declared Key Managerial Personnel
on 3rd February, 2024. Smt. Grace Thomas, could hold office
of director upto the ensuing date of Annual General Meeting During the year under review Shri Vishwanath Devaraja Rao
(“AGM”) of the Company for the financial year 31st March, 2024 resigned from his position as a Executive Director and Chief
and her appointment as Non-executive Director is proposed for Financial Officer of the Company w.e.f. February 03,2024.
shareholders’ approval in ensuing Annual General meeting Further Shri Srinivasan Gopalan was appointed as Chief Financial
Officer and Shri Rakesh Gupta, Company Secretary of the
The members are requested to note that in FY 2019-20, Company was appointed as Manager (K.M.P) of the Company
Shri Anil D Ambani, Smt. Chhaya Virani and Smt. Manjari for 3 (Three) years, with effect from 3rd February, 2024, by the
Kacker had resigned with effect from 15th November, 2019; Committee of Creditors of the Company pursuant to its meeting
Smt. Ryna Karani has resigned with effect from 14th November, held on 19th December, 2023, of which e-voting results were
2019 and Shri Suresh Rangachar had resigned with effect from declared on 3rd February, 2024.
13th November, 2019 as Directors of the Company. Certain
directors being Shri Anil D Ambani, Shri Suresh Rangachar and Evaluation of Directors, Board and Committee:
Smt. Manjari Kacker also filed their respective DIR-11 forms with The Company is under CIRP pursuant to the provisions of the
the Registrar of Companies. The aforementioned resignations Code. With effect from June 28, 2019, its affairs, business and
were put up to the CoC of the Company for their consideration assets are being managed by, and the powers of the board of
in accordance with Section 28(1)(j) of the Code. However, CoC directors are vested in the Resolution Professional who has been
of the Company at its meeting held on November 20, 2019 appointed by Hon’ble NCLT.
considered the resignations tendered by the above directors and
expressed a unanimous view that the resignations cannot be Hence, no formal annual evaluation has been done for the
accepted and instructed the Resolution Professional to convey to Directors performance and that of the Committees and individual
the directors to continue with their duties and responsibilities as directors as required under the provisions of Section 134 of the
directors and provide all cooperation in the Corporate Insolvency Act read with Rule 8 (4) of the Companies (Accounts) Rules,
Resolution Process, at least until the completion of the Corporate 2014.
Insolvency Resolution Process of the Company. Policy on appointment and remuneration for Directors, Key
In light of the above, it was duly communicated to the aforesaid Managerial Personnel and Senior Management Employees
directors of the Company that their resignations have not been The Nomination and Remuneration Committee of the Board has
accepted and they are advised to continue to perform their duties devised a policy for selection, appointment and remuneration
and responsibilities as the directors of the Company and provide of Directors, Key Managerial Personnel and Senior Management
all cooperation to Resolution Professional in the CIR process. Employees. The Committee has also formulated the criteria for
Further, the RP has filed an application with the NCLT, praying to determining qualifications, positive attributes and independence
the NCLT to direct Shri Anil D. Ambani and Shri Suresh Rangachar of a Director, which has been put up on the Company’s website
to continue as directors on the board of the Company and at https://www.rcom.co.in/our-company/investor-relations/
accordingly, declare the resignations tendered by them as null corporate-governance/
and void. This matter is currently sub-judice before Hon’ble NCLT. Currently, as the Company is under CIR Process, the approval
Accordingly, Shri Anil D Ambani, Smt. Chhaya Virani, Smt. Manjari of CoC is necessary for the appointment and remuneration of
Kacker, Smt. Ryna Karani and Shri Suresh Rangachar continue Directors and Key Managerial personnel of the Company, in
to be on the composition of the Board of Directors and the terms of Section 28 of the Code.
respective committees of the Company. Directors’ Responsibility Statement
Due to abovementioned events, Company has not received Pursuant to the requirements under Section 134(5) of the Act
necessary annual disclosures as required under section 164(2) with respect to Directors’ Responsibility Statement, it is hereby
and Section 184(1) (Including Disclosure under sub-section (6) confirmed that:
of section 149 from Independent Directors) of the Companies
Act, 2013 from Shri Anil D Ambani, Smt. Chhaya Virani, i In preparation of the annual accounts for the financial
Smt. Ryna Karani, Smt. Manjari Kacker and Shri Suresh Rangachar, year ended March 31, 2024, the applicable Accounting
Directors of the Company. Standards had been followed along with proper explanation
15
Reliance Communications Limited
DIRECTORS’ REPORT
relating to material departures, if any; (Listing Obligations and Disclosure Requirements) Regulations,
2015.
ii The Directors had selected such accounting policies and
applied them consistently and made judgments and Material Changes and Commitments, if any, affecting the
estimates that are reasonable and prudent so as to give a financial position of the Company
true and fair view of the state of affairs of the Company as
at March 31, 2024 and of the profit/loss of the Company Except as disclosed in this report, there were no material changes
for the year ended on that date; and commitments affecting the financial position of the Company
which have occurred between the end of the financial year and
iii The Directors had taken proper and sufficient care for the the date of this report.
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of Meetings of Directors
the Company and for preventing and detecting fraud and
A calendar of Meetings is prepared and circulated in advance
other irregularities;
to the Directors. During the financial year ended March 31,
iv The Directors had prepared the annual financial statements 2024, the Directors held 4 meetings on May 27 , 2023, August
for the financial year ended March 31, 2024 on a ‘going 12, 2023, November 11, 2023, and February 10, 2024. The
concern’ basis; maximum gap between two meetings of Directors was 90 days
v The Directors had laid down internal financial controls to be and minimum gap between two meetings of Directors was 76
followed by the Company and such financial controls are days.
adequate and are operating effectively, and The additional details about aforesaid meetings are given in the
vi The Directors had devised proper systems to ensure Corporate Governance Report forming part of this report.
compliance with the provisions of all applicable laws and Audit Committee
that such systems are adequate and operating effectively.
During the year under review, the composition of the Audit
Note: Since the Company is under CIR Process, the management
Committee underwent changes, pursuant to the appointment of
of the affairs of the Company is vested with Resolution
Smt. Grace Thomas as member of the Committee effective form
Professional and the Directors of the Company are required to
February 03. 2024, following her appointment as Director of the
continue performing their duties and roles and extend necessary
Company and cessation of Shri Vishwanath Devraja Rao due to
cooperation and support to the RP. Accordingly, the above
his resignation from the Board.
mentioned duties and responsibility of Directors have been
performed by directors under the overall supervision/direction The Audit Committee of the Directors consists of Independent
of RP of the Company. Directors namely Smt. Manjari Kacker, Chairperson, Smt. Ryna
Contracts and Arrangements with Related Parties Karani, Smt. Chhaya Virani and Non Independent Directors, Shri
Punit Garg, Smt. Grace Thomas, as members.
All contracts / arrangements / transactions entered into by the
Company during the financial year under review with related During the year, all the recommendations made by the Audit
parties were on an arm’s length basis and in the ordinary course Committee were accepted by the Directors and noted and taken
of business. There were no materially significant related party on record by the RP of the Company.
transactions made by the Company with its Promoters, Directors, Auditors and Auditors’ Report
Key Managerial Personnel or other designated persons, which
may have a potential conflict with the interest of the Company At the 17th Annual General Meeting (AGM) of the Company held
at large. on September 25, 2021, M/s. Pathak H.D. & Associates LLP,
Chartered Accountants were appointed as the statutory auditors
During the year under review, the Company has not entered into
of the Company to hold office for a term of 5 consecutive
any contract / arrangement / transaction with related parties
years until the conclusion of the 22nd AGM of the Company.
which could be considered material in accordance with the policy
Pursuant to the provisions of Section 139 of the Act and the
of Company on materiality of related party transactions.
Companies (Audit and Auditors) Rules, 2014, M/s. Pathak H.D.
During the year under review, as the Company is under CIR & Associates LLP, Chartered Accountants, the Statutory Auditors
Process, in terms of Section 28(1)(f) of the Code, approval of of the Company have been appointed as Auditors for a term of
the CoC was taken for all new related party transactions in CoC 5 consecutive years.
meeting(s).
The Auditors in their report to the members have given a qualified
The new transactions entered into were reviewed and statements opinion and the response of the Company with respect to it is
giving details of all new related party transactions were placed as follows:
before the Audit Committee on a quarterly basis.
Qualifications in present audit report (if any)
The policy on Related Party Transactions as approved by the
Board is uploaded on the Company’s website at the link https:// The observations and comments given by the Auditors in their
www.rcom.co.in/our-company/investor-relations/corporate- report read together with notes on financial statements are self
governance/ . None of the Directors has any pecuniary explanatory particularly Note No. 2.14, 2.31,2.39.2(d), 2.48,
relationships or transactions vis-à-vis the Company. 2.53 & 2.55 (standalone financials) and Note No. 2.17, 2.39,
2.43,2.46.2(d), 2.55, 2.62 &, 2.65 (consolidated financials)
During the year under review, there are no transactions entered by and hence the same to be treated as explanation provided under
the Company with persons / entities as mentioned in Regulation Section 134 of the Act.
34 (3), 53 (f) and in Part A, Part 2A of Schedule V of SEBI
16
Reliance Communications Limited
DIRECTORS’ REPORT
The audited financial statements are drawn up both on standalone Company Secretary and the same will be furnished on request.
and consolidated basis for the financial year ended March 31,
2024, in accordance with the requirements of the Ind-AS Rules. Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo
As per the provisions of Clause (ca) of Sub-section (3) of Section
134 of the Act, the auditors of the Company have not reported As the Company does not carry on any manufacturing activity,
any fraud under sub-section (12) of Section 143 of the Act. being a telecommunications service provider, most of the
information of the Company as required under Section 134(3)
Cost Auditors of the Act read with Rule 8 of the Companies (Accounts) Rules,
2014 are not applicable. However, the information as applicable
Pursuant to the provisions of the Act and the Companies (Cost has been given in the Annexure B forming part of this Report.
Records and Audit) Rules, 2014, the Resolution Professional
on the recommendation of directors, have appointed M/s N. Corporate Governance
Ritesh and Associates, Cost Accountants, as the Cost Auditors to
conduct cost audit for the telecommunications businesses of the The Company has adopted the “Reliance Group-Corporate
Company for the financial year ending March 31, 2025 and their Governance Policies and Code of Conduct” which sets out the
remuneration is subject to ratification by the Members at the systems, process and policies confirming to the international
ensuing Annual General Meeting of the Company. standards. The report on Corporate Governance as stipulated
under Regulation 34(3) read with Para C of Schedule V of the
The Provisions of Section 148(1) of the Act are applicable to Listing Regulations is presented in separate section forming part
the Company and accordingly the Company has maintained cost of this Annual Report.
accounts and records in respect of the applicable products for
the year ended March 31, 2024. A Certificate from, M/s. Ashita Kaul & Associates, Practicing
Company Secretaries, confirming compliance to the conditions of
Secretarial Standards Corporate Governance as stipulated under Para E of Schedule V
of the Listing Regulations, is enclosed to this Report.
During the year under review, the Company has complied with
the applicable Secretarial Standards issued by The Institute of Whistle Blower Policy (Vigil Mechanism)
Company Secretaries of India.
In accordance with Section 177 of the Act and the Listing
Secretarial Audit & Secretarial Compliance Report Regulations, the Company has formulated a Vigil Mechanism
to address the genuine concern, if any of the directors and
Pursuant to the provisions of Section 204 of the Act read with employees. The details of the same have been stated in the
the Companies (Appointment and Remuneration of Managerial Report on Corporate Governance and the policy can also be
Personnel) Rules, 2014, the Resolution Professional on the accessed on the Company’s website at https://www.rcom.co.in/
recommendation of Directors in the meeting held on May 27, our-company/investor-relations/corporate-governance/
2023 had appointed M/s. Ashita Kaul & Associates, Company
Secretaries in Practice to undertake the Secretarial Audit of the Risk Management
Company. The Secretarial Audit Report is attached herewith as The Board of the Company had constituted a Risk Management
Annexure A. Committee in their meeting held on 14th November, 2014
Pursuant to Regulation 24A of the Listing Regulations, the consisting of majority of directors and senior managerial personnel
Company has obtained Annual Secretarial Compliance Report of the Company; however, due to ongoing CIRP, provisions of
from M/s. Ashita Kaul & Associates, Company Secretaries in Regulation 21 of Listing Regulations are not applicable to the
Practice (PCS) on compliance of all applicable SEBI Regulations Company. The Board of Directors of the Company has previously
and circulars/ guidelines issued there under and the copy of the dissolved the Risk Management Committee in its meeting held
same has been submitted with the Stock Exchanges within the on 3rd November, 2018. The Audit Committee of Directors looks
prescribed due date. after the functions of the Risk Management Committee.
The observations and comments given by the Secretarial Auditor The Company is currently under CIRP pursuant to the provisions
in their Report are self-explanatory and hence do not call for any of the Code and considering these developments including, in
further comments under Section 134 of the Act. particular, the respective Resolution Professionals having taken
over the management and control of the Company and its
Annual Return subsidiaries (Group) which are under CIR process, inter alia with
the objective of running them as going concerns. The Company
As required under Section 134(3)(a) of the Act, the Annual
continues to incur loss, current liabilities exceed current assets
Return for the financial year 2023-24 is put up on the Company’s
and prior to the initiation of CIRP, the Group has defaulted in
website and can be accessed at https://www.rcom.co.in/our-
repayment of borrowings, payment of regulatory and statutory
company/investor-relations/annual-return/
dues. The Auditors have drawn qualification in their Audit Report
Particulars of Employees and related disclosures for the year ended March 31, 2024 that these events indicate
material uncertainty on the Group’s ability to continue as a going
Pursuant to the provisions of second proviso to Section 136(1) concern.
of the Act, the Annual Report, excluding the information
required under Section 197(12) of the Act read with Rule 5 of Further, the Company has a robust Business Risk Management
the Companies (Appointment and Remuneration of Managerial framework to identify, evaluate business risks and opportunities.
Personnel) Rules, 2014 (the Rules), as amended, is being sent This framework seeks to create transparency, minimize adverse
to all the members of the Company and others entitled thereto. impact on the business objectives and enhances Company’s
Any member interested in obtaining the same may write to the competitive advantage. The business risk framework defines the
17
Reliance Communications Limited
DIRECTORS’ REPORT
risk management approach across the enterprise at various levels Business Responsibility Report
including documentation and reporting.
Business Responsibility Report is not applicable to the Company
The risk framework has different risk models which helps in pursuant to the regulation 34(2)(f) of SEBI’s (Listing Obligations
identifying risks trend, exposure and potential impact analysis at and Disclosure Requirements) Regulations, 2015
a Company level as also separately for business segments.
Proceedings under the Insolvency and Bankruptcy Code, 2016
Compliance with provisions of Sexual Harassment of Women
at workplace (Prevention, Prohibition and Redressal) Act, The Company is under CIRP pursuant to the provisions of the
2013 Code. Various resolution plans in respect of the Company were
received by the Resolution Professional of the Company. The COC
The Company is committed to uphold and maintain the dignity of the Company in their meeting held on March 02, 2020, had
of women employees and it has in place a policy which provides approved a resolution plan submitted by UV Asset Reconstruction
for protection against sexual harassment of women at work place Company Limited which was subsequently submitted to the
and for prevention and redressal of such complaints. During the NCLT on March 6, 2020 in accordance with Section 30(6) of
year no such complaint was received. The Company has also the Code. The same continues to remain sub-judice with the
constituted an Internal Compliance Committee under the Sexual NCLT. The detailed background of the proceeding is provided at
Harassment of Women at workplace (Prevention, Prohibition and the beginning of this report.
Redressal) Act, 2013.
Hon’ble NCLT, Mumbai bench, pursuant to its order dated 12th
Corporate Social Responsibility December, 2023 has allowed to replace successful resolution
The Company has constituted Corporate Social Responsibility applicant of the Company M/s. UV Asset Reconstruction
Committee in compliance with the provisions of Section 135 of Company Limited with M/s. UV stressed Assets management
the Act read with the Companies (Corporate Social Responsibility Private Limited
Policy) Rules 2014. The Corporate Social Responsibility General
Committee has formulated a Corporate Social Responsibility
Policy (CSR policy) indicating the activities to be undertaken Except as disclosed in this report, during the year under review,
by the Company. However, Section 135 of the Companies Act, there were no reportable event in relation to issue of equity
2013 and rules made there under are not applicable to the shares with differential right as to dividend, voting or otherwise,
Company for the financial year ended 2024. issue of sweat equity shares to Director or Employee and one
time settlement with any bank or financial institution.
The CSR policy may be accessed on the Company’s website
at the link; https://www.rcom.co.in/our-company/investor- Acknowledgement
relations/corporate-governance/
Your Directors express their sincere appreciation for the cooperation
The CSR Committee as on March 31, 2024, comprised and assistance received from Shareholders, Debenture Holders,
Smt. Manjari Kacker as Chairperson and Shri Punit Garg, Smt. Bankers, Financial Institutions, Regulatory Bodies, government
Grace Thomas, Smt. Ryna Karani and Smt. Chhaya Virani as Authorities, debenture trustee, customers and other business
members. constituents during the year under review. The Directors express
their sincere thanks to the Resolution Professional and Committee
Orders, if any, passed by Regulators or Courts or Tribunals of Creditors of the Company for continuous support during the
Except as disclosed in this report, no orders have been passed by year. Your Directors also wish to place on record their deep sense
the Regulators or Courts or Tribunals impacting the going concern of appreciation for the commitment displayed by all executives,
status and the Company’s operation. officers and staff and look forward to their continued support in
future.
Internal Financial Controls and their adequacy
For Reliance Communications Limited
The Company has in place adequate internal financial controls
across the organization. The same is subject to review periodically By the Order of the Resolution Professional
by the Internal Audit Cell and by the Audit Committee for its
effectiveness. Except as disclosed in auditors report, during the
Punit Garg Grace Thomas
year under review, such controls were tested and no further
reportable material weaknesses in the design or operation were Non Executive Director Non Executive Director
observed. (DIN: 00004407) (DIN: 07079566)
Place : Navi Mumbai
Date : May 29, 2024
18
Reliance Communications Limited
DIRECTORS’ REPORT
Annexure – A
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
c. Securities and Exchange Board of India (Issue of
Reliance Communications Limited
Capital and Disclosure Requirements) Regulations,
H Block, 1st Floor,
2009; Not applicable
Dhirubhai Ambani Knowledge City, Navi Mumbai – 400710.
d. Securities and Exchange Board of India (Share Based
We have conducted the Secretarial Audit of the compliances
Employee Benefits) Regulations,2021; Not applicable
of applicable statutory provisions and the adherence to good
corporate practices by Reliance Communications Limited (herein e. Securities and Exchange Board of India (Issue and
after called “the Company”). Secretarial Audit was conducted in Listing of Debt Securities) Regulations,2008; Not
a manner that provided us a reasonable basis for evaluating the applicable
corporate conducts/statutory compliances and expressing our
opinion thereon. f. Securities and Exchange Board of India (Registrars to
an issue and Share Transfer Agents) Regulations, 1993
Based on the verification of the Company’s books, papers, minute regarding the Companies Act and dealing with client;
books, forms and returns filed and other records maintained by Not applicable
the Company and also the information provided by the Company,
its officers, agents and authorized representatives during the g. Securities and Exchange Board of India (Delisting of
conduct of Secretarial Audit, we hereby report that in our Equity Shares) Regulations, 2009; Not applicable
opinion, the Company has, during the audit period covering h. Securities and Exchange Board of India (Buyback of
the financial year ended on March 31, 2024 (‘Audit Period’) Securities) Regulations,1998; Not applicable
complied with the statutory provisions listed hereunder and also
that the Company has followed proper Board processes and have We have also examined compliance with applicable clauses of
required compliance-mechanism in place to the extent, in the the following:
manner and subject to the reporting made hereinafter:
1. Secretarial Standards issued by the Institute of Company
We have examined the books, papers, minute books, forms Secretaries of India;
and returns filed and other records maintained by Reliance
2. Listing Agreements entered into by the Company with BSE
Communications Limited for the financial year ended on
Limited, National Stock Exchange of India Limited, and
March 31,2024 according to the provisions of the:
Singapore Stock Exchange.
i. Companies Act, 2013 (‘the Act’) and the Rules made
We report that the Company is under Corporate Insolvency
thereunder;
Resolution Process (CIRP) pursuant to the provisions of the
ii. Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and Insolvency and Bankruptcy Code, 2016. With effect from June
the Rules made thereunder; 28, 2019, its affairs, business and assets are being managed
by, and the powers of the board of directors are vested in,
iii. The Depositories Act,1996 and the Regulations and Bye- the Resolution Professional (RP), Mr. Anish Niranjan Nanavaty,
laws framed thereunder; appointed by Hon’ble National Company Law Tribunal, Mumbai
iv. Foreign Exchange Management Act, 1999 and the Rules Bench, vide order dated June 21, 2019.
and Regulations made there under for compliance in respect During the period under review, the Company has complied
of Foreign Direct Investment, Overseas Direct Investment with the provisions of the Act, Rules, Regulations and Guidelines
and External Commercial Borrowings; as applicable mentioned above except the following:
v. The following Regulations and Guidelines prescribed under Shareholding pattern for the Quarter Ended June 30, 2023
the Securities and Exchange Board of India Act, 1992 pursuant to Regulation 31 of the Securities and Exchange
(‘SEBI Act’):- Board of India (Listing Obligations and Disclosure Requirements)
a. Securities and Exchange Board of India (Listing Regulations, 2015 were filed with Bombay Stock Exchange &
Obligations and Disclosure Requirements) Regulations, National Stock Exchange on 27/07/2023 i.e. by a delay of 6
2015, days.
b. Securities and Exchange Board of India (Substantial We further report that, having regard to the compliance system
Acquisition of Shares and Takeovers) Regulations, prevailing in the Company and on examination of the relevant
2011; documents and records in pursuance thereof, on test check basis,
the Company has complied with the following laws applicable
specifically to the Company:
19
Reliance Communications Limited
DIRECTORS’ REPORT
a. The Indian Telegraph Act,1885 and Rules made there We further report that, there are adequate systems and
under and as amended from time to time; processes in the Company, which is commensurate with the size
and operations of the Company to monitor and ensure compliance
b. The Telecom Regulatory Authority of India Act, 1997 and with applicable laws, rules, regulations and guidelines.
Rules made there under and as amended from time to
time. As informed by the management, shareholders of the Company
has not adopted audited standalone and Consolidated Financial
c. The Insolvency and Bankruptcy Code, 2016 and Regulations Statement for the year ended 31st Mach, 2023 at the annual
made thereunder and as amended from time to time. General Meeting of the Company held on 30th September, 2023.
We further report that, the Board of Directors of the Company We further report that, during the audit period no Circular
is duly constituted with proper balance of Executive Directors, Resolution, Special Resolution were passed.
Non-Executive Directors and Independent Directors.
Adequate notice is given to all directors to schedule the Board For Ashita Kaul & Associates
Meetings, agenda and detailed notes on agenda were also sent Practicing Company Secretaries
to the directors, and a system exists for seeking and obtaining Ashita Kaul
further information and clarifications on the agenda items before Proprietor
the meeting and for meaningful participation at the meeting. FCS 6988/CP6529
All meetings of the Directors & Audit committee held during
the year under review were chaired by the RP of the Company. Place: Thane
However, the requisite quorum in relation to the meetings was Date: 21/05/2024
not established due to non-attendance by the other directors of
the Company. The decision at Board Meetings and Committee UDIN: F006988F000411293
Meetings are carried out and recorded in the minutes of
meetings of the Board of Directors and committee of the Board Peer Review:1718/2022
accordingly.
20
Reliance Communications Limited
DIRECTORS’ REPORT
To,
The Members,
Reliance Communications Limited
H Block, 1st Floor,
Dhirubhai Ambani Knowledge City, Navi Mumbai – 400710.
Place: Thane
Date: 21/05/2024
UDIN: F006988F000411293
Peer Review:1718/2022
21
Reliance Communications Limited
DIRECTORS’ REPORT
Annexure – B
Disclosure under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the
Companies (Accounts) Rules, 2014
I. Conservation of Energy:
The steps taken or impact on conservation of energy The Company requires energy for its operations and the
Company is making all efforts to conserve energy by
monitoring energy costs and periodically reviews of the
consumption of energy. It also takes appropriate steps to
reduce the consumption through efficiency in usage and
timely maintenance / installation / up gradation of energy
saving devices.
The steps taken by the Company for utilizing alternate sources
of energy
The capital investment on energy conservation equipments
22
Reliance Communications Limited
Management Discussion and Analysis
Forward-looking statements The consolidation has also led to the coming of specialist B2B
strengths into sharp focus. Now that Reliance Communications
Statements in this Management Discussion and Analysis of is a pure play B2B operator, the Company is able to better utilize
Financial Conditions and Results of Operations of the Company its resources towards focused delivery of its services to the
describing the Company’s objectives, expectations or predictions enterprise segment.
may be forward looking within the meaning of applicable
securities laws and regulations. Forward looking statements are Industry statistics
based on certain assumptions and expectations of the future
events. Total number of telephone subscribers (Wireless and
Wireline) in India is 1165.49 million at the end of March
The Company cannot guarantee that these assumptions and 2024, against 1170.73 million at the end of March 2023.
expectations are accurate or will be realized. The Company
assumes no responsibility to publicly amend, modify or revise Wireless subscribers accounted for 98.71% of the overall
forward-looking statements, on the basis of any subsequent telecom subscriber base.
developments, information or events. Actual results may differ The Internet subscriber base showed growth and at the
materially from those expressed in the statements. Important end of December 2023 the total was at 936.168 million
factors that could influence the Company’s operations include against 794.68 million in March 2023. Wireless internet
interconnect usage charges, determination of tariff and such continued to remain the preferred medium of access and
other charges and levies by the regulatory authority, changes accounted for nearly 97% of the subscriber base.
in government regulations, tax laws, economic developments
within the country and such other factors globally. Company Overview
The financial statements are prepared under historical cost Business Areas
convention, on accrual basis of accounting, and in accordance Reliance Communications Limited (RCOM) is a telecommunication
with the provisions of the Companies Act, 2013 (the Act) and service provider with businesses in India National / International
comply with the Accounting Standards notified under Section Long Distance (NLD) business.
133 of the Act. The management of Reliance Communications
Limited has used estimates and judgments relating to the RCOM currently serve nearly 1960 Indian corporations, including,
financial statements on a prudent and reasonable basis, in order regional and domestic carriers.
that the financial statements reflect, in a true and fair manner,
India Operations
the state of affairs for the year.
India Enterprise services
The following discussions on our financial conditions and results of
operations should be read together with our audited consolidated In India, RCOM provides wireline telecom services to the business
financial statements and the notes to these statements included and government segments. These include a comprehensive
in the Annual Report. portfolio spanning Network Connectivity, Cloud Networking,
Enterprise Voice, Cloud Telephony, Access Number Services,
Unless otherwise specified or the context otherwise requires, all
Collaboration Services, Wholesale Voice & Value Added Service
references herein to “we”, “us”, “our”, “the Company”, “Reliance”,
(VAS). The Company currently serves nearly 1,960 businesses of
“RCOM”, “RCOM Group” or “Reliance Communications” are to
all sizes-from multinational conglomerates to SMEs-belonging to
Reliance Communications Limited and its subsidiary companies,
almost every vertical: BFSI, Manufacturing, Logistics, Healthcare,
joint ventures and associate companies.
IT &ITeS, OTT and New Media, to name just a few.
The Company is in Corporate Insolvency Resolution Process (“CIR
Global Operations
Process” or “CIRP”) under the provisions of the Insolvency and
Bankruptcy Code, 2016 hence outlook, opportunity and threats, Overview
developments, risk and concerns has not been provided separately
as required under Securities and Exchange Board of India (Listing RCOM provide Wholesale Voice services to Mobile Network
Obligations and Disclosure Requirements) Regulations, 2015 Operators (MNOs), Fixed Network Operators (FNOs), Tier 1
(“Listing Regulations”). Carriers, Calling Card Companies and Over-the-Top (OTT) players
across the world. Using our global Next-Generation Network
Indian Telecom Industry (NGN), multiple international Voice PoPs, and established
relationships with Carriers across the globe, we help carry Voice
India continues to be the one of the largest telecommunications
to almost every possible destination on the planet.
market in the world with 1165.49 Million subscribers. During
FY 2023-24 we saw the continuation of the consolidation Analysis Business Strategy
of the Indian mobile telecommunications market into three
private players, besides the two PSUs. India has transformed a. Network Infrastructure Enhancement
from multi-player hyper competitive market to an Oligopoly and We will continue to enhance our network infrastructure
possibly moving towards a duopoly. Given the legal and financial footprint across India in order to master the combination
complications around selling of spectrum, pending AGR dues, of Cloud Orchestration, Network Ubiquity Doing so will
and the ongoing tax disputes with the government authorities, establish our strategic building blocks as we continue to
the industry players balance sheet is stretched with unsustainable move towards becoming the technology infrastructure
debt, continued hyper price competition and upcoming demands company of the next decade. Our infrastructure plan will
for high capex on account of 5G and fibre expansion. focus on these key areas:
23
Reliance Communications Limited
Management Discussion and Analysis
Connecting new towns with high business potential as part Other financial information:
of “City Connect” Initiative
(i) Debtors Turnover in days – 215
Identify high potential areas in large cities and expand
(ii) Inventory Turnover – NIL
network footprint to serve customers in these areas
(iii) Interest Coverage Ratio – NIL
a. Continue to Focus on Enhancing Products and Services
Portfolio (iv) Current Ratio - 0.06
We aim to continue to grow our revenue streams through (v) Debt Equity Ratio – NIL
the expansion of our portfolio of service offerings and
specific sales and marketing initiatives aimed at increasing (vi) Operating Profit Margin (%) (continuing operations) :
our Enterprise customer base across India and globally. Such (36.07)
efforts include focus on new products and enhancements (vii) Net Profit Margin (%) (continuing operations): (26.33)
of our solutions portfolio, including VPN, Next-Generation
Enterprise Networking, Branch Connect, IP Centrex, SIP (viii) details of change in Return on Net Worth as compared to
Trunk, and SIP Toll-Free Service. the immediately previous Financial year : (` 83,430) as
compared to (` 76,204) in previous year
b. Focus on Reduction of Operating Costs
Segment-wise Review
In line with our growth, we also focus on cost management
and margin expansion through various measures to reduce 1. India Operations Overview
our operating costs and achieve cost optimization. We
RCOM’s ‘India Operations’ segment comprises the following
have entered into sharing agreements also to lower our
businesses-voice, long-distance services and broadband
regulatory cash out flows as well as future capex expansion
access to enterprise customers; and managed Internet data
needs.
centre services.
Financial Performance - Overview
Revenues and Profit
The Company’s standalone financial performance is disclosed
The revenues for the financial year ended March 31, 2024
under the head ‘Financial Performance’ in the Directors’ Report.
were ` 411 crore (US$ 49 million). The EBITDA during the
The consolidated performance of the Company is given below:
same period was ` 41 crore (US$ 5 million), while the EBIT
Revenues and operating expenses (Earnings before Interest and Tax) was (loss) (-) `82 crore
(US$ 10 million).
On a consolidated basis, in the continuing operations, the
Company earned total revenues of 455 crore (US$ 54 million). 2. Global Operations Overview
The net loss after tax recorded by the Company was 101crore
The Global Business Unit offers the International long-
(US$ 12 million). Total operating expenditure stood at 394 crore
distance voice, our business segments Carrier Business
(US$ 47 million).
units. We provide carrier voice Services.
Operating profit of the continuing operations before finance
Revenues and Profit
charges, depreciation and amortisation, exceptional items and
provision against fixed assets (EBITDA) The Revenues for the financial year ended March 31, 2024
in this segment were ` 46 crore (US$ 6 million). While the
EBITDA was of ` 61 crore (US$ 7 million). The EBITDA margin
EBITDA was ` 25 crore (US$ 3 million), the EBIT ` 21
for the year was 13.32 per cent.
crore (US$ 3 million).
Depreciation and amortization
Strategic Business Units
The Depreciation and Amortization charges were ` 127 crore
1. Reliance Communications Infrastructure Limited
(US$ 15 million).
(RCIL)
Loss before / after tax
RCIL, a wholly-owned subsidiary of the Company,
The Loss before exceptional item was ` 113 crore (US$ 14 offers other marketing services.
million). Tax credit was to the tune of (-)`14 crore (US$ 1.68
Revenues and Operating Expenses
million). The Loss after tax was ` 101 crore (US$ 12 million).
RCIL earned total revenues of ` 9 crore (US$ 1
Balance Sheet
million) during the year, compared to ` 9 crore
As on March 31, 2024, the Company had total assets of 36,555 (US$ 1 million) for the previous year. RCIL incurred
crore (US$ 4,383 million). Stakeholders’ equity was negative (-) total operating expenses of ` 9 crore (US$ 1 million),
` 82,130 crore (US$ 9,847 million), while net debt (i.e. net of compared to ` 5 crore (US$ 1 million) in the previous
excluding cash and cash equivalents) was 46,845 crore (US $ year.
5,617 million), giving a net debt to equity ratio of (0.57) times.
24
Reliance Communications Limited
25
Reliance Communications Limited
Corporate Governance
Corporate Governance
Corporate Governance
procedures, risk management strategies, measures to (New Zealand) Pte Limited were deregistered w.e.f.
improve efficiencies, performance and compensation, June 01, 2023, June 04, 2023 and June 22, 2023
strategic issues for Board consideration, flow of respectively during the year.
information to directors, management progression and
succession and others as the independent directors Note: Since the Company is under CIR process, all
may determine. During these executive sessions, the practices and policies framed related to Board Room
independent directors have access to members of are subject to the provisions of the Code.
management and other advisors, as the independent K. Role of the Company Secretary in Governance Process
directors may determine and deem fit.
The Company Secretary plays a key role in ensuring that
As the Company is currently under CIRP pursuant to the Board (including committees thereof) procedures
the provisions of the Code and since the powers of
are followed and regularly reviewed. The Company
Board of Directors stood suspended, no such meeting
Secretary ensures that all relevant information, details
of Independent Directors with operating team was
and documents are made available to the directors and
held during the year under review.
senior management for effective decision making at the
i. Subsidiaries meetings. The Company Secretary is primarily responsible
to assist and advice the Board in the conduct of affairs of
All the subsidiaries of the Company are managed
the Company and to ensure compliance with applicable
by their respective boards except Reliance Telecom
Limited which is under CIRP and is under the statutory requirements and Secretarial Standards to provide
management and control of its resolution professional; guidance to directors and to facilitate to convening of
and Reliance Communications Infrastructure Limited meetings and is the interface between the management
(RCIL) which was under CIRP and pursuant to approval and regulatory authorities for governance matters. All the
of its resolution plan by the NCLT Mumbai, is presently directors of the Company have access to the advice and
under the management and control of a monitoring services of the Company Secretary.
committee constituted in terms of the resolution plan L. Independent Statutory Auditors
of RCIL. In all other subsidiaries, their boards have the
rights and obligations to manage their companies in The Company’s Financial Statements for the year 2023-
the best interest of their stakeholders. The Company 24 have been audited by an independent audit firm M/s.
monitors performance of subsidiary companies. Pathak H.D. & Associates LLP, Chartered Accountants, who
Reliance Communications Infrastructure Limited were appointed by the members of the Company for a term
(RCIL), a wholly owned subsidiary of the Company, of five consecutive years from the conclusion of the 17th
was admitted by Hon’ble NCLT on September Annual General Meeting of the Company till the conclusion
25, 2019 under CIRP in terms of the Code and Shri. of 22nd Annual General Meeting of the Company.
Anish Nanavaty has been appointed as the Resolution M. Compliance with the code and rules of Luxembourg
Professional of RCIL by the Hon’ble NCLT. Pursuant Stock Exchange
to the order dated December 19, 2023 passed by
the Hon’ble NCLT, the resolution plan dated July 17, 6.5 percent Senior Secured Notes due in 2020 are listed
2020 (as amended from time to time until June on the Singapore Stock Exchange (SGX). During the year
21, 2021) read with the Addendum dated August Company received email from Luxembourg Stock Exchange
9, 2021 (collectively the “RCIL Plan”) submitted by (LSE) dated June 26, 2023 with regards to the Global
Reliance Projects & Property Management Services Depository Receipts (GDRs) issued by the Company were
Limited through its division Infrastructure Projects, in delisted from the Luxembourg Stock Exchange (LSE) w.e.f.
respect of RCIL, has been approved by the Hon’ble January 21, 2020
NCLT (“Approval Order”) and the CIRP of RCIL stood
concluded. N. Compliance with the Listing Regulations
Pursuant to the publication of the Approval Order, During the year under review, the Company is fully
Shri. Anish Nanavaty has ceased to be the resolution compliant with the mandatory requirements of the Listing
professional of RCIL and has accordingly demitted Regulations, except for delay of 6 days in filing shareholding
office. Pursuant to the terms of the RCIL Plan, a pattern with stock exchanges for quarter ended June 30,
monitoring committee (“MC”) is required to be 2023
constituted, which is required to oversee management
of the affairs of RCIL from the date of the Approval We present our report on compliance of governance
Order until the Effective Date (as defined under the conditions specified in Listing Regulations as follows:
RCIL Plan).The MC has since been constituted and I. Board of Directors
has assumed office and is undertaking its roles and
responsibilities, in accordance with the terms of the The Board Composition as on 31st March, 2024 was as
RCIL Plan to effectuate the implementation of the follows:
RCIL Plan.
1. Board composition – Board strength and representation
Among foreign subsidiaries of the Company being As on March 31, 2024, the Board comprised of Seven
Reliance Globalcom B.V., Reliance Communications Directors. The composition and category of Directors
(Australia) Pty Limited and Reliance Communications on the Board of the Company are as under:
28
Reliance Communications Limited
Corporate Governance
29
Reliance Communications Limited
Corporate Governance
where the following matters are discussed and the shareholders, including misuse of corporate assets
recommendations of the Directors are noted and taken and abuse in related party transactions.
on record by the RP for the purpose of managing the
operations of the Company as a going concern and to g. Ensuring the integrity of the Company’s
ensure company remains in compliance and for good accounting and financial reporting systems,
corporate governance. including the independent audit, and that
appropriate systems of control are in place, in
a. Reviewing and guiding corporate strategy, major particular, systems for risk management, financial
plans of action, risk policy, annual budgets and and operational control, and compliance with the
business plans; setting performance objectives; law and relevant standards.
monitoring implementation and corporate
performance; and overseeing major capital h. Overseeing the process of disclosure and
expenditures, acquisitions and divestments. communications.
3. Directors meetings
b. Monitoring the effectiveness of the Company’s
governance practices and making changes as The Directors of the Company held 4 meetings during
needed. financial year 2023-24 on May 27, 2023, August12,
2023, November 11, 2023 and February 10, 2024.
c. Selecting, compensating, monitoring and,
The maximum time gap between any two meetings
when necessary, replacing key executives and
was 90 days and the minimum gap was 76 days.
overseeing succession planning.
The Company periodically reviews compliance reports
d. Aligning key executive and Board remuneration of all laws applicable to the Company.
with the longer term interests of the Company
and its shareholders. 4. Legal Compliance Monitoring
e. Ensuring a transparent Board nomination process The Company monitors statutory compliances and
to the Board of Directors with the diversity of delay or non-compliance are escalated and reported
thought, experience, knowledge, perspective and for remedial action. A compliance report from the
gender in the Board. various departments of the Company, pertaining to
the laws applicable to the Company is placed before
f. Monitoring and managing potential conflicts of the Directors in their meetings. Pursuant to the
interest of management, board members and requirements of the Listing Regulations, the Directors
periodically reviews the legal compliances mechanism.
5. Attendance of Directors
Attendance of directors at the Directors Meetings held during financial year 2023-24 and the last Annual General
Meeting held on September 30, 2023 and the details of directorships (calculated as per provisions of Section 165 of the
Act), Committee Chairmanships and memberships held by the directors as on March 31, 2024 were as under:
Name of the Director Number of Board/ Attendance at the Number of Committee(s) membership
Directors meetings last AGM held on directorship (including RCOM)
attended out of four September 30, (including Membership Chairmanship
meetings held 2023 RCOM)
Shri Anil D. Ambani* 0 Absent 8 None None
Smt. Manjari Kacker* 0 Absent 5 4 2
Shri Punit Garg 4 Present 6 4 None
Smt. Chhaya Virani* 0 Absent 8 8 3
Smt. Ryna Karani* 0 Absent 1 2 None
Shri Suresh Rangachar* 0 Absent 2 None None
Smt. Grace Thomas** 1 N.A. 1 2 None
*The details of directorships, committee-memberships and chairmanship as provided in this report is on the basis of best
available information with the Company as Company has not received any disclosures from Shri Anil D. Ambani, Smt.
Manjari Kacker, Smt. Chhaya Virani, Smt. Ryna Kirani and Shri Suresh Rangachar.
** Smt. Grace Thomas was appointed with effect from February 03, 2024.
As the Company is under CIR Process, the separate meeting of Independent Directors as required under Regulation 25(3)
was not held during the year under review.
Notes:
a. None of the directors hold 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.
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Reliance Communications Limited
Corporate Governance
b. Pursuant to the provisions of Regulation 17A(1) of the Listing Regulations, none of the Director holds directorship in
more than 7 listed companies.
c. None of the directors hold membership of more than 10 committees of board, nor, is a Chairman of more than 5
committees of across board of all listed entities.
d. None of the independent director holds the position of the Independent Director in more than seven listed companies
as required under the Listing Regulations.
e. None of the Director has been appointed as Alternate Director for Independent Director.
f. The information provided above pertains to the following committees in accordance with the provisions of Regulation
26(1) (b) of Listing Regulations: (i) Audit Committee, and (ii) Stakeholders Relationship Committee.
g. The Committee membership and chairmanship above excludes membership and chairmanship in private companies,
foreign companies and Section 8 companies.
h. Membership of Committees includes chairmanship, if any.
i. No Non-Executive Director of the Company has attained the age of 75 years.
6. Directorships in other listed entities:
The details of directorships held by the directors of the Company in other listed entities as on March 31, 2024 are as
follows:
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Reliance Communications Limited
Corporate Governance
He is also on the Board of Reliance Infrastructure Smt. Grace Thomas aged 61 years, Smt. Grace Thomas,
Limited, BSES Yamuna Power Limited, BSES Rajdhani is a post graduate, M.Sc in Physics (Electronics) from
Power Limited, Reliance Power Limited and Reliance Mumbai University. She has more than 38 years
Velocity Limited. He is the Executive Director and experience in taxation and administration. She has
Chief Executive Officer of Reliance Velocity Limited & worked with Income Tax Dept in various capacities
Reliance Infrastructure Limited. for 22 years and has retired as Asst. Commissioner of
Income Tax (IRS). She is associated with RCOM, as a
Consultant / employee since last 16 years.
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Reliance Communications Limited
Corporate Governance
Smt. Grace Thomasis a member of the Audit a. matters required to be included in the Director’s
Committee, Nomination and Remuneration Responsibility Statement to be included in the
Committee, Stakeholders Relationship Committee and Board’s report in terms of clause (c) of sub-
CSR Committee of the Company. section 3 of Section 134 of the Companies Act,
2013
She holds Two shares in the Company as on March 31,
2024. b. Changes, if any, in accounting policies and
practices and reasons for the same
9. Insurance Coverage:
c. Major accounting entries involving estimates based
The Company has not renewed Directors’ and officers’ on the exercise of judgment by management
liability insurance coverage sine April, 2019 in respect of
any legal action that might be initiated against Directors / d. Significant adjustments made in the financial
Officers of the Company and its Subsidiaries statements arising out of audit findings
II. Audit Committee e. Compliance with listing and other legal
requirements relating to financial statements
Since the Company is under CIR process, as per Regulation
15(2A) and (2B) of the Listing Regulations, Regulations f. Disclosure of any related party transactions
17, 18,19, 20 and 21 of the Listing Regulations relating
to various committees including Audit Committee are g. Modified opinion(s) in the draft audit report
not applicable to the Company during the CIR Process. 5. Reviewing, with the management, the quarterly
However as a matter of good corporate governance, the financial statements before submission to the board
Company has an Audit Committee and the composition for approval;
and terms of reference of Audit Committee are in
compliance with the provisions of Section 177 of the Act, 6. Reviewing, with the management, the statement of
Listing Regulations and other applicable laws. uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the
The Audit Committee presently comprises of Smt. Manjari statement of funds utilized for purposes other than
Kacker, Chairperson, Smt. Ryna Karani, Smt. Chhaya Virani those stated in the offer document / prospectus /
all Independent Directors and Shri Punit Garg and Smt. notice and the report submitted by the monitoring
Grace Thomas, Directors as members. All the members of agency monitoring the utilisation of proceeds of
the Committee possess financial / accounting expertise / a public or rights issue, and making appropriate
exposure. recommendations to the Board to take up steps in this
As noted above, Smt. Manjari Kacker and Smt. Chhaya matter;
Virani, Directors tendered their resignation as Directors 7. Review and monitor the auditor’s independence and
of the Company vide their resignation letters dated 15th performance, and effectiveness of audit process;
November, 2019. Smt. Ryna Karani resigned from her
position as Director on 14th November, 2019. However, 8. Approval or any subsequent modification of transactions
since the CoC refused to accept the resignations tendered of the listed entity with related parties;
by such directors, the name of such directors continues to 9. Scrutiny of inter-corporate loans and investments;
reflect in the composition of the Audit Committee of the
Company. 10. Valuation of undertakings or assets of the company,
wherever it is necessary;
The Audit Committee, inter-alia, advises the management
on the areas where systems, processes, measures for 11. Review the Company’s established system and
controlling and monitoring revenue assurance, internal processes of internal financial controls and risk
audit and risk management can be improved. management systems;
The terms of reference of the Audit Committee in normal 12. Reviewing, with the management, performance of
circumstances, inter-alia, comprises the following: statutory and internal auditors, adequacy of the
internal control systems;
1. Oversight of the company’s financial reporting process
and the disclosure of its financial information to ensure 13. Reviewing the adequacy of internal audit function,
that the financial statement is correct, sufficient and if any, including the structure of the internal audit
credible; department, staffing and seniority of the official
heading the department, reporting structure coverage
2. Recommendation for appointment, remuneration and and frequency of internal audit;
terms of appointment of auditors of the company;
14. Discussion with internal auditors of any significant
3. Approval of payment to statutory auditors for any findings and follow up there on;
other services rendered by the statutory auditors;
15. Reviewing the findings of any internal investigations
4. Reviewing, with the management, the annual financial by the internal auditors into matters where there is
statements and auditor’s report thereon before suspected fraud or irregularity or a failure of internal
submission to the board for approval, with particular control systems of a material nature and reporting the
reference to: matter to the board;
33
Reliance Communications Limited
Corporate Governance
16. Discussion with statutory auditors before the audit The directors continue to hold their respective positions/
commences, about the nature and scope of audit as designations in the Company and are required to extend
well as post-audit discussion to ascertain any area of all assistance and cooperation to the RP as required in
concern; managing the affairs of the Company.
17. To look into the reasons for substantial defaults in Meetings of the Audit Committee are called in
the payment to the depositors, debenture holders, compliance with the provisions of applicable laws
shareholders (in case of non-payment of declared governing the Company, where matters are discussed
dividends) and creditors; and the recommendations of the members of the Audit
Committee are taken note of by the Directors and the
18. To review the functioning of the Whistle Blower RP for the purpose of managing the operations of the
mechanism; Company as a going concern, ensure company remains in
19. Approval of appointment of Chief Financial Officer (i.e., compliance and for good corporate governance, subject to
the whole-time Finance Director or any other person the provisions of the Code.
heading the finance function or discharging that The minutes of the meetings of Audit Committee are
function) after assessing the qualifications, experience placed before the Directors of the Company.
and background, etc. of the candidate;
The Directors have confirmed that during the financial
20. Review of utilization of loans and/or advances from/ year, they have accepted all recommendations of Audit
investment by the holding Company in the subsidiary Committee which are mandatorily required.
exceeding rupees 100 crore or 10% of the asset size
of the subsidiary, whichever is lower including existing The Audit Committee held its meetings on May 27, 2023,
loans/ advances/investments existing as on the date August 12, 2023, November 11, 2023 and February 10,
of coming into force of the provision. 2024. The maximum time gap between any two meetings
was 90 days and the minimum gap was 76 days.
22. Carrying out any other function as is mentioned in the
terms of reference of the Audit Committee. Attendance at the meeting of the Audit Committee held
during financial year 2023-24, is as follows:
23. Consider and comment on rationale, cost-benefits
and impact of schemes involving merger, demerger, Name of the Members Number of Meetings
amalgamation etc., on the listed entity and its
held during Attended
shareholders.
the tenure
However, considering that the Company is undergoing CIR Smt. Manjari Kacker 4 0
Process under the Code, the Audit Committee acts on its Shri Punit Garg 4 4
terms of reference subject to the provisions of the Code.
Smt. Ryna Karani 4 0
The Audit Committee shall mandatorily review the following Smt. Chhaya Virani 4 0
information: Shri Vishwanath Devaraja Rao 3 3
1. management discussion and analysis of financial (Cessation w.ef. 03.02.2024)
condition and results of operations; Smt. Grace Thomas 1 1
(Appointment w.e.f
2. management letters / letters of internal control 03.02.2024)
weaknesses issued by the statutory auditors;
The Chairperson of the Audit Committee was not present at
3. internal audit reports relating to internal control the last Annual General Meeting of the Company.
weaknesses; and
The Audit Committee considered all the points in terms of
4. the appointment, removal and terms of remuneration its reference at periodic intervals.
of the chief internal auditor shall be subject to review
by the audit committee. The Company Secretary acts as the Secretary to the Audit
Committee.
5. statement of deviations:
During the year, the Audit Committee discussed with the
i. quarterly statement of deviation(s) including Company’s Auditors the overall scope and plans for the
report of monitoring agency, if applicable, independent audit. The Management represented to the
submitted to stock exchange(s) in terms of Committee that the Company’s financial statements were
Regulation 32(1) of the listing regulations. prepared in accordance with prevailing laws and regulations.
ii. annual statement of funds utilized for purposes The Committee discussed the Company’s audited financial
other than those stated in the offer document/ statement, the rationality of significant judgments and
prospectus/notice in terms of Regulation 32(7) the clarity of disclosures in the financial statements.
of the listing regulations. Based on the review and discussions conducted with
the Management and the auditors, the Audit Committee
However, as the Company is under CIRP, the powers of believes that the Company’s financial statements are fairly
the board of directors of the Company stand suspended presented in conformity with prevailing laws and regulations
and the same are vested in and are exercised by the RP. in all material aspects.
34
Reliance Communications Limited
Corporate Governance
The Committee has also reviewed the internal controls put the basis of the report of performance evaluation of
in place to ensure that the accounts of the Company are independent directors;
properly maintained and that the accounting transactions vi. Devising a policy on board diversity.
are in accordance with the prevailing laws and regulations.
In conducting such reviews, the Committee found no vii. Performing functions relating to all share based
material discrepancy or weakness in the internal control employees benefits;
systems of the Company. The Committee also reviewed viii. Formulation of the criteria for determining
the financial policies of the Company and expressed its qualifications, positive attributes and independence of
satisfaction with the same. The Committee, after review a director and recommend to the board of directors a
expressed its satisfaction on the independence of both the policy relating to, the remuneration of the directors,
internal as well as the statutory auditors. key managerial personnel and other employees.
The Company has appointed Cost Auditors pursuant to ix. Recommending to the Board, all remunerations, in
Section 148 of the Companies Act, 2013. Further, the whatever form, payable to senior Management of the
cost audit reports were placed and discussed at the Audit Company.
Committee Meeting.
As mentioned above, the Company is under Corporate
III. Nomination and Remuneration Committee Insolvency Resolution Process and as per Regulation
15(2A) and (2B) of the Listing Regulations, the provisions
Since the Company is under Corporate Insolvency
specified in Regulations 19 of the Listing Regulations
Resolution Process, as per Regulation 15(2A) and (2B) of
relating to Nomination and Remuneration Committee
the Listing Regulations, Regulations 17, 18, 19, 20 and 21
are not applicable to the Company during CIRP and thus
of the Listing Regulations relating to various committees
there was no meeting of Nomination and Remuneration
including Nomination and Remuneration Committee are
Committee held during FY 2023-24.
not applicable to the Company during the CIR Process.
Despite the abovementioned exemption, the Company Currently as the Company is under Corporate Insolvency
has a Nomination and Remuneration Committee and the Resolution Process, the approval of CoC is necessary, in
composition and terms of reference of Nomination and terms of Section 28 of the Code, for the appointment and
Remuneration Committee are in compliance with the remuneration/sitting fees of Director and Key Managerial
provisions of Section 178 of the Companies Act, 2013 Personnel of the Company.
and Listing Regulations. The Committee comprises of five Criteria for making payments to non executive directors
members as on 31st March, 2024, viz; Smt. Manjari Kacker,
Smt. Ryna Karani, Smt. Chhaya Virani, Smt. Grace Thomas The remuneration to non executive directors is
and Shri Punit Garg as members. benchmarked with the relevant market and performance
oriented, balanced between financial and sectoral market,
As noted above, Smt. Manjari Kacker and Smt. Chhaya comparative scales, aligned to Corporate goals, role
Virani, Directors tendered their resignation as Directors of assumed and number of meetings attended.
the Company vide resignation letters dated 15th November,
2019. Smt. Ryna Karani resigned from her position as Details of sitting fees paid to the Directors during the
Director on 14th November, 2019. However, since the Financial Year ended March 31, 2024.
CoC refused to accept the resignations tendered by such
Name of the Designation Sitting Fee paid
directors, the name of such directors continues to reflect
Directors (` In Lakhs)
in the composition of the Nomination and Remuneration
Committee of the Company. Shri Anil D. Ambani Non Executive 0.00
Director,
The Company Secretary acts as the Secretary to the Chairman
Nomination and Remuneration Committee. Shri Suresh Non Executive 0.00
The terms of reference, inter alia comprises the following: Rangachar Director
Smt. Manjari Kacker Independent 0.00
i. To formulate process for selection and appointment of Director
new directors and succession plans. Smt. Chhaya Virani Independent 0.00
ii. Recommend to the Board from time to time, a Director
compensation structure for directors, key managerial Smt. Ryna Karani Independent 0.00
personnel and the senior management personnel. Director
Shri Punit Garg Non Executive 3.20
iii. Identifying persons who are qualified to be appointed
Director
as directors and who may be appointed in Senior
Smt. Grace Thomas Non Executive 0.80
Management in accordance with the criteria laid down
Director
and to recommend their appointment and/or removal
to the Board. Notes:
iv. Formulation the criteria for evaluation of performance a. There were no other pecuniary relationships or
of Independent Directors, the Board and the transactions of non executive directors vis-à-vis the
committees thereof. Company except as disclosed in this annual report.
v. To assess whether to extend or continue the term b. The Company has so far not issued any stock options
of appointment of the independent directors, on to its non-executive directors.
35
Reliance Communications Limited
Corporate Governance
c. Pursuant to the limits approved by the Board, eligible the Company vide resignation letters dated 15th November,
non executive directors were paid sitting fees of 2019. Smt. Ryna Karani resigned from her position as
Rs.40,000 (excluding taxes as applicable) for attending Director on 14th November, 2019.However, since the
each meeting of the Board and its committees. CoC refused to accept the resignations tendered by such
directors, the name of such directors continues to reflect
d. No remuneration by way of Commission to the non
executive directors is proposed for the financial year in the composition of Stakeholders Relationship Committee
2023-24. of the Company
The terms of reference, Inter alia, comprises the following:
Disclosure as required under Schedule V of the
Act with respect to the remuneration paid to Shri a. To resolve the grievances of the security holders of
Rakesh Gupta, as Manager is as under : the Company including complaints related to transfer
/ transmission of shares, non-receipt of annual report,
(In Crore)
non-receipt of declared dividends, issue of new /
(i) All elements of remuneration NIL duplicate certificates, general meetings etc.
package such as salary,
benefits, bonuses, stock b. To review and approve the transfer, transmission and
options, pensions etc - transposition of securities of the Company or to sub
delegate such powers;
(ii) Details of fixed component and
performance linked c. To approve the issue of new/duplicate certificates for
incentives along with the shares/debentures or such other securities;
performance criteria: d. To review the transfer of amount and shares to the
Fixed component – (Including NIL Investor Education and Protection Fund;
PF and Gratuity which shall be
excluded for the purpose of e. review periodical reports which may be in the interest
Schedule V ceiling limit) of the stakeholders of the Company;
36
Reliance Communications Limited
Corporate Governance
V. Corporate Social Responsibility (CSR) Committee The Committee’s constitution and terms of reference
meet with the requirements of the Act and rules made
The Company has a Corporate Social Responsibility (CSR) thereunder.
Committee. The composition and terms of reference of
Corporate Social Responsibility Committee are in compliance During the year under review, no meeting of the CSR
with the provisions of Section 135 of the Companies Act, Committee was held.
2013 and other applicable laws. The CSR Committee as
on March 31, 2024 comprised of Smt. Manjari Kacker as The Company Secretary acts as the Secretary to CSR
Chairperson and Shri Punit Garg, Smt Grace Thomas, Smt. Committee.
Ryna Karani and Smt. Chhaya Virani as members. VI. Risk Management Committee
As noted above, Smt. Manjari Kacker and Smt. Chhaya Currently as the Company is under CIR process, the
Virani, Directors tendered their resignation as Directors of mandatory requirement under Regulation 21 of the Listing
the Company vide resignation letters dated 15th November, Regulations to constitute a separate Risk Management
2019. Smt. Ryna Karani resigned from her position as Committee is not applicable to the Company and thus,
Director on 14th November, 2019. However, since the the Audit Committee looks after the functions of the Risk
CoC refused to accept the resignations tendered by such Management Committee and Management presents risk
directors, the name of such directors continues to reflect and mitigation of the current businesses of the Company at
in the composition of the Corporate Social Responsibility Audit Committee Meetings. As and when require in future,
(CSR) Committee of the Company. said Committee will be constituted.
However Section 135 and rules made there under are not VII. Compliance Officer
applicable to the Company for the financial year 2023-24.
Shri Rakesh Gupta is the Company Secretary and Compliance
The Committee’s prime responsibility is to assist the Board in Officer of the Company. The Compliance Officer is entrusted
discharging its social responsibilities by way of formulating with the role of complying with the requirements of
and monitoring implementation of the framework of various provisions of the laws and regulations impacting
‘Corporate Social Responsibility Policy’. The CSR Committee the Company’s business including the Listing Regulations
has formulated a Corporate Social Responsibility Policy and the Uniform Listing Agreements entered into with the
(CSR policy) indicating the activities to be undertaken by Stock Exchanges.
the Company.
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Reliance Communications Limited
Corporate Governance
VIII. General Body Meetings investors, etc., if any, are posted on Company’s
website.
The Company held its General Meetings in last three years
as under: c. Company Website: The Company’s website www.
rcom.co.in contains a separate dedicated section
Financial Year Date and Whether Special ‘Investor Relations/Disclosure under Regulation 46
and type of time Resolution passed or not and 62 of LODR’. It contains comprehensive database
meeting of information of interest to our investors including
2022-23* September NO the financial statements and Annual Report of the
30, 2023 At Company, information on dividend declared by the
11.30 AM Company, any price sensitive information disclosed to
the regulatory authorities from time to time, business
2021-22* September Yes activities and the services rendered / facilities extended
24, 2022 At Re- appointment of Shri by the Company to our investors, in a user friendly
11.30 AM Vishwanath Devaraja manner. The basic information about the Company as
Rao as a Whole-Time called for in terms of Listing Regulations is provided on
Director. Company’s website and the same is updated regularly.
2020-21 September No
d. Annual Report: The Annual Report containing, Inter
AGM* 25, 2021 At
alia, Notice of Annual General Meeting, Audited
11.30 AM
Financial Statements, Consolidated Financial
* The Ministry of Corporate Affairs (“MCA”) had vide its Statements, Directors’ Report, Auditors’ Report and
circular dated December 28, 2022 read with circulars dated other important information is circulated to members
May 05. 2022, January 13, 2021 May 5, 2020, dated and others entitled thereto. The Management
April 8, 2020 and April 13, 2020 and (collectively referred Discussion and Analysis Report and Corporate
to as “MCA Circulars” permitted the Company for holding of Governance Report forms part of the Annual Report
the “AGM” through Video Conferencing (VC) / Other Audio and are displayed on the Company’s website.
Visual Means (OAVM), without the physical presence of the
Members at a common venue. Accordingly, in compliance The Act read with the Rules made thereunder and the
with the provisions of the Act, SEBI (Listing Obligations and Listing Regulations facilitate the service of documents
Disclosure Requirements) Regulations, 2015 (“SEBI Listing to Members through electronic means. In compliance
Regulations”) and MCA Circulars, the AGM of the Company with the various relaxations provided by SEBI and
dated September 30, 2023, September 24, 2022 and MCA, the Company E-mails the soft copy of the
dated September 25, 2021 were held through VC / OAVM. Annual Report to all those Members whose E-mail
Ids are available with the Company / depositories or
During the year, there was no Extra-ordinary General Registrar and Transfer Agent of the Company and has
Meeting held by the Company. urged the other Members to register their E-mail Ids
to receive the communication electronically.
IX. Postal Ballot
e. NSE Electronic Application Processing System
The Company had not conducted any business through
(NEAPS) and NSE Digital Exchange Portal: The
Postal Ballot during the financial year 2023-24.
NEAPS and NSE Digital Exchange Portal are web
None of the businesses proposed to be transacted at the based systems designed by NSE for corporates. The
ensuing Annual General Meeting require passing of a special Shareholding Pattern, Corporate Governance Report,
resolution through postal ballot. Corporate announcements, media releases, financial
results, Annual Report etc. are filed electronically
X. Details of utilisation thereon.
During the year, the Company has not raised any funds f. BSE Corporate Compliance and Listing Centre (“the
through Preferential Allotment or Qualified Institutional Listing Centre”): The Listing Centre is web based
Placement as specified under Regulation 32(7A) of the application designed by BSE for corporates. The
Listing Regulations. Shareholding Pattern, Corporate Governance Report,
XI. Means of Communication Corporate Announcement, Media Release, Results etc.
are filed electronically on the Listing Centre.
a. Quarterly Results: Quarterly Results in ordinary course
are published in Financial Express, English newspaper g. Unique Investor Helpdesk: Exclusively for investor
circulating in substantially the whole of India and in servicing, the Company has set up a unique investor
Navshakti, (Marathi) vernacular newspaper and are helpdesk with multiple access modes as under:
also posted on the Company’s website www.rcom. Toll free no. (India) : 1800 309 4001
co.in
Telephone no. : +91 40 6716 2222
b. Media Releases and Presentations: Official media
releases are sent to the Stock Exchanges before Fax no. : +91 40 23001153
their release to the media for wider dissemination.
E-mail : [email protected]
Presentations made to media, analysts, institutional
38
Reliance Communications Limited
Corporate Governance
h. Designated E-mail-id: The Company has also Among foreign subsidiaries of the Company being Reliance
designated the E-mail-id rcom.investors@relianceada. Globalcom B.V., Reliance Communications (Australia) Pty.
com exclusively for investor servicing. Limited and Reliance Communications (New Zealand) Pte.
Limited were deregistered w.e.f. June 01, 2023, June 04,
i. SEBI Complaints Redress System (SCORES): The 2023 and June 22, 2023 respectively during the year.
investors’ complaints are also being processed through
the centralized web base complaints redressal system. The Company monitors performance of subsidiary
The salient features of SCORES are availability of companies, inter alia, by the following means:
centralised data base of the complaints, uploading
online action taken reports by the Company. Through a. Financial statement, in particular the investments
SCORES the investors can view online, the actions made by unlisted subsidiary companies are reviewed
taken and current status of the complaints. In its quarterly by the Audit Committee of the Company.
efforts to improve ease of doing business, SEBI has b. Minutes of the meetings of the Board of Directors
launched a mobile app “SEBI SCORES”, making it of all subsidiary companies are placed before the
easier for investors to lodge their grievances with SEBI, Company’s Board regularly.
as they can now access SCORES at their convenience
of a smart phone. c. A statement containing all the significant transactions
and arrangements entered into by the unlisted
XII. Management Discussion and Analysis subsidiary companies are placed before the Company’s
A Management Discussion and Analysis Report forms part Board / Audit Committee.
of this Annual Report and includes discussions on various d. Quarterly review of Risk Management process by Audit
matters specified under Regulation 34(2)(e) and Schedule Committee / Board.
V of the Listing Regulations.
The policy for determination of material subsidiary is put
XIII. Subsidiaries on the website of the Company at the link https://www.
All the subsidiaries of the Company are managed by their rcom.co.in/our-company/investor-relations/corporate-
respective boards except Reliance Telecom Limited which is governance/
under CIRP and RCIL which was under CIRP and is now at XIV. Disclosures
stage of implementation of its resolution plan. In all other
subsidiaries, their boards have the rights and obligations A. There has been no non-compliance by the Company
to manage their companies in the best interest of their on any matter related to capital markets during the
stakeholders. The Company monitors performance of last three years. During the last three financial year,
subsidiary companies. no penalties or strictures have been imposed on the
Company by the Stock Exchanges or SEBI or any other
Reliance Communications Infrastructure Limited (RCIL), a statutory Authority except as follows:
wholly owned subsidiary of the Company was admitted
by Hon’ble NCLT on September 25, 2019 under CIRP • During the financial year 2023-24, for late filing
in terms of the Code and Shri. Anish Nanavaty has been of shareholding pattern of quarter ended June
appointed as the Resolution Professional of RCIL by the 2023, within prescribed due date pursuant to
Hon’ble NCLT. Pursuant to the order dated December 19, regulation 31, of SEBI (Listing obligations and
2023 passed by the Hon’ble NCLT, the resolution plan Disclosure Requirements) Regulations, 2015
dated July 17, 2020 (as amended from time to time until • During the Financial year 2021-22, for late
June 21, 2021) read with the Addendum dated August 9, approval of financial results for the quarter and
2021 (collectively the “RCIL Plan”) submitted by Reliance half year ended September 30, 2021, within
Projects & Property Management Services Limited through prescribed due date in terms of circular No. SEBI/
its division Infrastructure Projects, in respect of RCIL has HO/CFD/CMD/CIR/P/2020/12 dated January
been approved by the Hon’ble NCLT and the CIRP stood 22, 2020.
concluded.
B. Related party transactions
Pursuant to the publication of the order dated 19
December, 2023 passed by the Hon’ble NCLT with As the Company is under CIRP, in terms of Section
respect to RCIL, Shri. Anish Nanavaty has ceased to be 28(1)(f) of the Code, the approval of the CoC of the
the resolution professional of RCIL and has accordingly Company was taken for related party transactions in
demitted office. Pursuant to the terms of the RCIL Plan, a CoC meeting(s) during the financial year 2023-24.
monitoring committee (“MC”) is required to be constituted,
During the financial year 2023-24, no transactions of
which is required to oversee management of the affairs of
material nature had been entered into by the Company
RCIL from the date of the Approval Order until the Effective
that may have a potential conflict with interest of the
Date (as defined under the RCIL Plan). MC has since been
Company.
constituted which has assumed its office and is undertaking
its roles and responsibilities, in accordance with the terms The details of related party transactions are disclosed
of the RCIL Plan to effectuate the implementation of the in Notes to Accounts. The policy on dealing with
RCIL Plan. related party transactions is placed on the Company’s
website at www.rcom.co.in
39
Reliance Communications Limited
Corporate Governance
40
Reliance Communications Limited
Corporate Governance
XVI. Compliance of Regulation 34(3) and Para F of Schedule expense and also allowed reimbursement of expenses
V of Listing Regulations incurred in performance of his duties.
As per Regulation 34(3) and Para F of Schedule V of Listing 2. Audit Qualifications
Regulations, the details in respect of equity shares lying in
“Unclaimed Suspense Account – Reliance Communications The qualification and management response to it are
Limited” were as follows: mentioned in Directors Report forming part of this
report
Particulars No. of No. of 3. Separate posts of Chairman and CFO/KMP
Shareholders Shares
a. Aggregate number of 233 19,495 The Company maintains separate posts of Chairman
shareholders and the and CFO/KMP. Shri Srinivasan Gopalan is appointed
outstanding shares lying as the C.F.O and Shri Rakesh Gupta is appointed as
in suspense account as on Manager(KMP) of the Company.
April 01, 2023 4. Reporting of Internal Auditor
b. Number of shareholders 00 00
who approached issuer The internal auditor directly report to the Audit
for transfer of shares from Committee of the Company.
suspense account during XVIII. General shareholder information
the year
c. Less: Number of 00 00 The mandatory and various additional information
shareholders to whom of interest to investors are voluntarily furnished in a
shares were transferred separate section on investor information in this annual
from suspense account report.
during the year. Practicing Company Secretary’s Certificate on
d. Number of shares 00 00 Corporate Governance
transferred to IEPF
The Certificate from Company Secretary in Practice
e. Aggregate number of 233 19,495
on compliance of Regulation 34(3) of the Listing
shareholders and the
Regulations relating to corporate governance is
outstanding shares lying
published in this Annual Report.
in suspense account as on
March 31, 2024 Review of governance practices
The voting rights on the shares outstanding in the suspense We have in this report attempted to present the
account as on March 31, 2024 shall remain frozen till the governance practices and principles being followed at
rightful owner of such shares claims the shares. Reliance Communications Limited, as evolved over a
period, and as best suited to the needs of our business
Wherever shareholders have claimed the shares, after
and stakeholders.
proper verification, the share certificates were dispatched
to them or credited the shares to the respective beneficiary Our disclosures and governance practices are
account. continually revisited, reviewed and revised to respond
to the dynamic needs of our business and ensure
XVII Compliance with discretionary requirements
that our standards are at par with the globally
1. The Board recognized practices of governance, so as to meet the
expectations of all our stakeholders.
Our Chairman is a non-executive Chairman and is
entitled to maintain Chairman’s office at the Company’s
41
Reliance Communications Limited
Corporate Governance
Compliance of Corporate Governance requirements specified in Regulation 17 to 27 and Regulation 46(2)(b) to (i) of the Listing
Regulations
6. Risk Management 21* (Not applicable) Not Not Applicable as per the relaxation provided by
Committee applicable Regulation 15 (2A) of the Listing Regulations for
Companies under CIR Process
42
Reliance Communications Limited
Corporate Governance
43
Reliance Communications Limited
Corporate Governance
14. Website 46(2) (b) to (i) Yes • Terms and conditions for appointment of
Independent Directors
• Composition of various Committees of the Board
of Directors
• Code of Conduct of Board of Directors and Senior
Management Personnel
• Details of establishment of Vigil Mechanism /
Whistle-blower policy
• Criteria of making payment to Non-executive
Director
• Policy on dealing with Related Party Transactions
• Policy for determining material subsidiaries
• Details of familiarization programmes imparted
to Independent Directors
(*As the Company is under CIR Process under IBC Code, 2016, Regulation 17, 18, 19, 20 and 21 of the Listing Regulations are
not applicable to the Company and all the other regulations are complied with under the supervision and direction of Resolution
Professional of the Company)
44
Reliance Communications Limited
Investor Information
Annual General Meeting the Hon’ble NCLT, Mumbai Bench, the Directors and Resolution
Professional of the Company do not recommend any dividend for
The 20 Annual General Meeting (AGM) is convened to be held,
th
the financial year 2023-24.
as mentioned in the notice of AGM attached with this Annual
Report, through Video Conferencing (VC) / Other Audio Visual Unclaimed dividends / shares
Means (OAVM).
The provisions of Sections 124 and 125 on unclaimed dividend
E-voting and Investor Education and Protection Fund (IEPF) under the
The Members can cast their vote online through remote e-voting Act and the Investor Education and Protection Fund Authority
from 10.00 A.M. (IST) on Wednesday, September 25, 2024 to (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF
5.00 P.M. (IST) on Friday, September 27, 2024. At the end of Rules) have come into force with effect from September 7,
remote e-voting period, the facility shall forthwith be blocked. 2016.
However, the e-voting facility shall also be made available to
The Company has transferred the dividend for the years 2006-
the shareholders present at the meeting through VC/OAVM who
07 to 2012-13 remaining unclaimed for a period of seven years
have not cast their vote on resolution through remote e-voting.
from the date of declaration to IEPF. Further, the Company has
The Members who have cast their votes by remote e-voting prior also transferred to the IEPF Authority equity shares, in respect of
to the Meeting may also attend the Meeting but shall not be which dividend had remained unpaid or unclaimed for a period
entitled to cast their votes again at the Meeting. of seven consecutive years or more as on due date of transfer.
Pursuant to Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 Members are requested to note that no claims shall lie against
dated December 9, 2020, effective from June 9, 2021, SEBI the Company in respect of their shares or the amounts so
has revised the procedure for e-voting facilities to be provided transferred to IEPF and no payment shall be made in respect
by listed entities for individual shareholders holding security in of any such claim. Any shareholder whose equity shares and
demat form. Members are requested to follow the procedure/ unclaimed dividends has been transferred to the Fund, may claim
instructions provided in the Notes to Notice for the Annual the equity shares or apply for claiming the dividend transferred
General Meeting pursuant to the aforesaid circular. to IEPF by making an application in Form IEPF 5 available on the
Financial year of the Company website www.iepf.gov.in along with the applicable fee.
The financial year of the Company is from April 1 to March 31 The voting rights on the share transferred to IEPF authority shall
every year. remain frozen till the rightful owner claims the same.
Website Shareholding Pattern
The Company’s website www.rcom.co.in contains a separate
Category of As on As on
dedicated section called ‘Investor Relations’. It contains
Shareholders 31.03.2024 31.03.2023
comprehensive data base of information of interest to our
investors including the financial results, annual reports, dividends Number of % Number of %
declared, any price sensitive information disclosed to the Shares Shares
regulatory authorities from time to time, business activities and (A) Shareholding of
the services rendered / facilities extended to our investors. Promoter and
Dedicated e-mail id for investors Promoter Group
(i) Indian 51116572 1.85 143116572 5.18
For the convenience of our investors, the Company has designated
an e-mail id i.e. [email protected]. (ii) Foreign 0 0.00 0 0.00
Total shareholding 51116572 1.85 143116572 5.18
Registrar and Transfer Agent (RTA)
of Promoter and
KFin Technologies Limited (Formerly KFin Technologies
Promoter Group
Private Limited),
Unit: Reliance Communications Limited, (B) Public Shareholding
Selenium Tower – B, Plot No. 31 & 32, Survey No. 116/22, (i) Institutions 125372810 4.53 126257804 4.56
115/24, 115/25, Financial District, Nanakramguda, Hyderabad (ii) Non-Institutions 2567764668 92.85 2474879674 89.49
500 032. Telangana Total Public 2693137478 97.38 2601137478 94.05
Website: www.kfintech.com Shareholding
Tel: +91 40 6716 2222
(C) Shares held by 0 0.00 0 0.00
Fax No.: +91 40 23001153
Custodians and
Toll Free No.: 1800 309 4001
against which
E-mail: [email protected]
Depository Receipts
Shareholders / investors are requested to forward share transfer have been issued
documents, dematerialisation requests (through their Depository (D) ESOS Trust* 21279000 0.77 21279000 0.77
Participant) and other related correspondence directly to GRAND TOTAL 2765533050 100.00 2765533050 100.00
Company’s RTA for speedy response. (A)+(B)+(C)+(D)
Dividend announcements * Shares held by ESOS Trust have been shown as Non-Promoter
In view of ongoing corporate insolvency resolution process of the Non-Public as per the Listing Regulations w.e.f. December 1,
Company in terms of the order dated 7th May 2019 passed by 2015
45
Reliance Communications Limited
Investor Information
Number of Shares Number of Total equity Shares as on Number of Total equity Shares as on
Shareholders as on 31-03-2024 Shareholders as on 31-03-2023
31.03.2024 31.03.2023
Number % Number % Number % Number %
Up to 500 1230487 78.13 122832055 4.44 1255408 78.09 126817309 4.59
501 to 5000 280032 17.78 482168200 17.43 288130 17.92 494640770 17.89
5001 to 100000 61991 3.94 1046342651 37.84 61863 3.85 1030165076 37.25
Above 100000 2391 0.15 1114190144 40.29 2247 0.14 1113909895 40.28
Total 1574901 100.00 2765533050 100.00 1607648 100.00 2765533050 100.00
Dematerialisation of Shares and Liquidity
The Company has admitted its shares to the depository system of National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) for dematerialisation of shares. The International Securities Identification Number (ISIN)
allotted to the Company is INE330H01018. The equity shares of the Company are compulsorily traded in dematerialised form as
mandated by Securities and Exchange Board of India (SEBI).
Status of dematerialisation of shares
As on March 31, 2024, 99.40 per cent of the Company’s equity shares are held in dematerialised form.
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.
Commodity Price Risk or Foreign Exchange Risk and Hedging Activities
The Company does not have any material exposure to the commodity price risks. The Company has revenues in foreign currency which
acts as a ‘natural hedge’ to a certain extent. However, the foreign exchange exposure and the interest rate risk have not been hedged
by any derivative instrument or otherwise.
Equity History
46
Reliance Communications Limited
Investor Information
During the year, Company received email from Luxembourg Payment of Listing Fees
Stock Exchange (LSE) dated June 26, 2023 with regards to Annual listing fee for the year 2024-25 is in process for payment
the Global Depository Receipts (GDRs) issued by the Company to stock exchanges.
were delisted from the Luxembourg Stock Exchange (LSE) w.e.f.
January 21, 2020.
47
Reliance Communications Limited
Investor Information
Investor Information
SEBI through its various circulars (its last circular dated March Investors should register their email address with the Company/
16, 2023) had mandated the RTA to freeze the folios of all DPs/RTA. This will help them in receiving all communication
shareholders holding physical securities if they do not furnish the from the Company electronically at their email address. This also
details of PAN, Nomination, Contact details, Bank A/c details avoids delay in receiving communications from the Company.
and Specimen signature by September 30, 2023. SEBI vide Prescribed form for registration may please be downloaded from
circular SEBI/HO/MIRSD/ MIRSD-PoD-1/P/CIR/2023/158 the Company’s website.
dated September 26,2023, extended the due date for
Facility for a Basic Services Demat Account (BSDA) for small
submission of above documents from September 30,2023 to
investors
December 31, 2023.
SEBI has stated that all the Depository Participants (DPs) shall
Shareholders are requested to note that pursuant to SEBI
make available a BSDA for the shareholders unless otherwise
circulars dated November 03, 2021 (subsequently amended
opted for regular demat account with (a) No Annual Maintenance
by circulars dated December 14, 2021, March 16, 2023 and
November 17, 2023) those holding securities in physical form, charges if the value of holding is up to ` 50,000/- and (b)
Annual Maintenance charges not exceeding ` 100/- for value of
whose folio(s) were not updated with PAN, KYC details, Bank
holding from ` 50,001 to ` 2,00,000/-
Account Details, signature, choice of nomination, shall be eligible
for any payment including dividend, interest or redemption in SEBI Complaint Redressal System (SCORES 2.0)
respect of such folios, only through electronic mode with effect
from April 01, 2024. The investors’ complaints are also being processed through the
centralized web based complaint redressal system. The salient
Further, based on feedback from investors and to mitigate features of SCORES include availability of centralised database of
unintended challenges, provision of freezing of folios and referring the compliants and provision for the Company to upload online
it to the administering authority under the Benami Transactions action taken reports. Through SCORES, the investors can view
(Prohibitions) Act,1988 and/or Prevention of Money Laundering online, the actions taken and current status of the complaints. In
Act, 2002 has been done away with immediate effect. vide SEBI its efforts to improve ease of doing business, SEBI has launched
circular SEBI/HO/MIRSD/ MIRSDPoD-1/P/CIR/2023/181 a mobile app “SEBI SCORES”, making it easier for investors to
dated November 17, 2023. In view of the above. Members are lodge their grievances with SEBI, as they can now access SCORES
urged to submit their aforesaid details to the Company/RTA at at their convenience.
[email protected] if not already done.
SEBI has launched the new version of the SEBI Complaint Redress
Shareholders are requested to register/update their email address System (SCORES 2.0) and with effect from March 28, 2024,
and mobile numbers with Company/KFintech for receiving all the old version of SCORES has been closed for lodging complaint
communications from the Company electronically and to register However investors can check status of their complaints lodged
the nomination details in respect of their shareholding in the in old SCORES on the old portal. Investors can lodge complaints
Company by submitting the prescribed forms. only through new version of SCORES i.e. https:// scores.sebi.gov.
in from April 01, 2024.
The security holder(s), whose folio(s) do not have PAN or Choice
of Nomination or other Contact Details shall be eligible to lodge Online Dispute Resolution (ODR) Mechanism
grievance or avail any service request from the RTA only after
furnishing the same and for any payment including dividend, SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/
interest or redemption in respect of such folios, only through CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/
electronic mode with effect from April 01, 2024. OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, read
with Master Circular No. SEBI/HO/ OIAE/OIAE_IAD- 1/P/
Register for SMS alert facility CIR/2023/145 dated July 31, 2023 (updated as on August 11,
2023), has established a common Online Dispute Resolution
Investor should register with their Depositary Participant (DP)
Portal (“ODR Portal”) for resolution of disputes arising in the
for the SMS alert facility. Both Depositories viz. NSDL and CDSL
Indian Securities Market.
alert investors through SMS of the debits and credits in their
demat account. Pursuant to above-mentioned circulars, the Company has
enrolled on the ODR Portal and the investors can initiate dispute
Intimation of mobile number
resolution through the ODR Portal (https://smartodr.in/login).
Shareholders are requested to intimate their mobile number and This option can be exercised by the investor after exhausting
changes therein, if any, to KFintech, if shares are held in physical other options like lodging direct compliant with the Company or
form or to their DP if the holding is in electronic form, to receive escalating the same through SCORES Portal.
communications on corporate actions and other information of
the Company.
49
Reliance Communications Limited
(Pursuant to Regulation 34(3 ) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations,2015
To,
The Members
RelianceCommunicationsLimited
H Block,1stFloor,
Dhirubhai Ambani Knowledge City
Navi Mumbai 400710
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors except from Shri Anil
D Ambani, Smt. Manjari Kacker, Smt.Ryna Karani, Smt Chhaya Virani Shri Suresh Rangachar directors of Reliance Communications
Limited having CIN: L45309MH2004PLC147531 and having registered office at H Block, 1st Floor, Dhirubhai Ambani Knowledge
City, Navi Mumbai 400710 (here in after referred to as ‘the Company’), produced before us by the Company for the purpose of issuing
this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN)
status at the portal www.mca.gov.in as considered necessary and explanations furnished to us by the Company & its officers,
we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on
31st March, 2024 have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities
and Exchange Board of India, Ministry of Corporate Affairs or any other Statutory Authority.
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of
the Company. Our responsibility is to express an opinion on these based on our verification. This Certificate is neither an assurance as
to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs
of the Company.
(During Financial Year 2019-20, Shri Anil D Ambani, Smt. Manjari Kacker and Smt. Chhaya Virani, Directors tendered their resignation
as Directors of the Company vide their resignation letters dated 15th November, 2019 and Shri Suresh Rangachar and Smt. Ryna
Karani resigned from their position as directors on 13th November, 2019 and 14th November, 2019 respectively, Further, Shri Anil
D Ambani, Shri Suresh Rangachar and Smt. Manjari Kacker have also filed their respective DIR-11 forms with the Registrar of
Companies. The Committee of Creditors of the Company (“CoC”), in its meeting held on 20th November, 2019 refused to accept the
resignations tendered by directors and advised that the said directors be- advised to continue with their duties and responsibilities
as directors of the Company and provide all cooperation to the Resolution Professional during the Corporate Insolvency Resolution
Process. Accordingly, the name of such directors continues to reflect in the composition of the board of directors and the respective
committees of the Company.)
Further the Resolution Professional has filed an application with the Hon’ble National Company Law Tribunal, Mumbai bench (“NCLT”),
praying to the NCLT to direct Shri Anil D. Ambani and Shri Suresh Rangachar to continue as directors on the board of the Company
and accordingly, declare the resignations tendered by them as null and void. The said application is pending for hearing at the NCLT.
Due to above mentioned events, the Company has not received annual disclosures as required under section 164(2) of the Companies
Act, 2013 from Shri Anil D Ambani, Smt. Manjari Kacker, Smt. Ryna Karani, Smt. Chhaya Virani and Shri Suresh Rangachar, Directors
of the Company.
50
Reliance Communications Limited
Mr. Anil D. Ambani (DIN 00004878) who has been restrained by Securities and Exchange Board of India (SEBI) from accessing
the securities market including buying, selling or otherwise dealing in securities in any manner whatsoever, directly or indirectly, for
a specified period and further restraining him from associating with any listed company and any registered intermediary against the
complaints received by SEBI alleging siphoning off funds of the Reliance Home Finance Limited.
(Reliance Communications Limited is under corporate insolvency resolution process pursuant to the provisions of the Insolvency and
Bankruptcy Code, 2016, vide order of the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”), dated May 15, 2018.
Its affairs, business and assets are being managed by the Resolution Professional, Mr. Anish Niranjan Nanavaty, appointed by the
Hon’ble NCLT vide order dated June 21, 2019, which was published on the website of the NCLT on June 28,2019.)
Ashita Kaul
Proprietor
FCS : 6988/ CP 6529
Place : Thane Peer Review No:-1718/2022
Date: 21/05/2024 UDIN: F006988F000411392
51
Reliance Communications Limited
To
The Members of
Reliance Communications Limited
H Block, 1st Floor
Dhirubhai Ambani Knowledge City,
Navi Mumbai – 400 710.
We have examined the compliance of the conditions of Corporate Governance by Reliance Communications Limited (‘the Company’)
for the year ended on March 31, 2024, as stipulated under regulations 22 to 27, clauses (b) to (i) of sub regulation (2) of regulation
46 and para C, D & E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘The Listing Regulations’).
The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited
to the review of procedures and implementation thereof, as adopted by the Company for ensuring compliance with conditions of
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and the representations made by the
directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated
in the Listing Regulations for the year ended on March 31, 2024.
As the Company is under CIR Process under IBC Code, 2016, therefore as per Regulation 15(2A) and (2B), of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions as specified in
Regulations 17, 18, 19, 20 and 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 shall not be applicable to the Company
Further, the roles and responsibilities of the board of directors and committees as specified in Regulation 17, 18, 19, 20 and 21 are
fulfilled by the Resolution Professional (‘RP’) of the Company.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
The certificate is solely issued for the purpose of complying with the aforesaid Regulations and may not be suitable for any other
purpose.
Ashita Kaul
Proprietor
FCS : 6988/ CP 6529
Place : Thane Peer Review No:-1718/2022
Date: 21/05/2024 UDIN: F006988F000411392
52
Reliance Communications Limited
To the Members of Reliance Communications Limited b) We draw attention to Note nos. 2.31 and 2.48 of the
standalone financial statements regarding admission of the
Report on the Audit of the Standalone Financial Statements Company and its two subsidiaries into Corporate Insolvency
Resolution Process (“CIRP”), and pending determination
Corporate Insolvency Proceedings as per Insolvency and of obligations and liabilities with regard to various claims
Bankruptcy Code, 2016 (IBC) submitted by the Operational/financial/other creditors and
employees including interest payable on loans during CIRP.
The Hon’ble National Company Law Tribunal, Mumbai Bench We are unable to comment the accounting impact thereof
(“NCLT”) admitted an insolvency and bankruptcy petition filed by pending reconciliation and determination of final obligation.
an operational creditor against Reliance Communications Limited
(“the Company”) and appointed Resolution Professional (RP) The Company, accordingly, has not provided interest on
who has been vested with management of affairs and powers borrowings amounting to ` 4,749 crore for the year ended
of the Board of Directors with direction to initiate appropriate March 31, 2024 and ` 24,037 crore up to previous financial
action contemplated with extant provisions of the Insolvency year calculated based on the basic rate of interest as per the
and Bankruptcy Code, 2016 and other related rules. terms of the loan. The Company further has not provided
net foreign exchange loss amounting to ` 249 crore for
Qualified Opinion the year ended March 31, 2024 and net foreign exchange
loss of ` 3,428 crore up to previous financial year. Had
We have audited the accompanying standalone financial such interest and foreign exchange variation as mentioned
statements of Reliance Communications Limited (“the above been provided, the reported loss for the year ended
Company”), which comprise the Standalone Balance Sheet as March 31, 2024 would have been higher by ` 4,998 crore
at March 31, 2024, the Standalone Statement of Profit and and Net worth of the Company would have been lower by
Loss (including other comprehensive income), the Standalone ` 32,463 crore and ` 27,465 crore as on March 31, 2024
Statement of Changes in Equity and the Standalone Statement of and March 31, 2023 respectively. Non provision of interest
Cash Flows for the year then ended, and notes to the standalone and non-recognition of foreign exchange variation is not in
financial statements including a summary of material accounting compliance with Ind AS 23 “Borrowing Costs” and Ind AS
policies and other explanatory information (“the standalone 21 “The Effects of Changes in Foreign Exchange Rates”.
financial statements”).
c) We draw attention to Note nos. 2.31 and 2.55 of the
In our opinion and to the best of our information and according standalone financial statements, regarding pending
to the explanations given to us, except for the possible effects comprehensive review of carrying amount of all assets
of the matter described in the Basis for Qualified Opinion section (including investments, receivables and balances lying
of our report, the aforesaid standalone financial statements give under Goods & Service Tax) & liabilities and non-provision
a true and fair view in conformity with the Indian Accounting for impairment of carrying value of the assets and write
Standards prescribed under section 133 of the Companies Act back of liabilities if any, pending completion of CIRP,
2013 (“the Act”) read with the Companies ( Indian Accounting various irregularities reported by the forensic auditor M/s
Standards) Rules, 2015, as amended, (“Ind AS”) and other BDO India LLP, appointed by one of the lenders, in their
accounting principles generally accepted in India, of the state forensic audit report for the period from April 01, 2013
of affairs of the Company as at March 31, 2024, and its loss to March 31, 2017 as communicated by certain banks. In
(including other comprehensive income), its changes in equity the absence of comprehensive review as mentioned above
and its cash flows for the year ended on that date. for the carrying value of all the assets and liabilities, we
are unable to comment that whether any adjustment is
Basis for Qualified Opinion required in the carrying amount of such assets and liabilities
and consequential impact, if any, on the reported losses
a) We draw attention to Note nos. 2.14, 2.31 and 2.39.2 for the year ended March 31, 2024. Non determination
(d) of the standalone financial statements regarding, “Assets of fair value of financial assets & liabilities and impairment
Held for Sale (AHS)” regarding Wireless Spectrum, Towers, in carrying amount for other assets and liabilities are not in
Fibre and Media Convergence Nodes (MCNs) along with compliance with Ind AS 109 “Financial Instruments”, Ind
liabilities continues to be classified as held for sale at the AS 36 “Impairment of Assets” and Ind AS 37 “Provisions,
value ascertained at the end of March 31, 2018, for the Contingent Liabilities & Contingent Assets”.
reasons referred to in the aforesaid notes and impact of the
non payment of spectrum instalments due to Department d) We draw attention to Note no. 2.53 of the standalone
of Telecommunication (DOT). Non determination of fair financial statements regarding non adoption of Ind AS 116
value of Asset Held for Sale as on the reporting date is not “Leases” effective from April 01, 2019 and the consequent
in compliance with Ind AS 105 “Non-Current Assets Held impact thereof. The aforesaid accounting treatment is not
for Sale and Discontinued Operations”. Accordingly, we are in accordance with the relevant Ind AS 116.
unable to comment on the consequential impact, if any,
on the carrying amount of Assets Held for Sale and on the e) We draw attention to Note no 2.31 of the standalone
reported losses for the year ended March 31, 2024. financial statements, regarding continuous losses incurred
by the Company, current liabilities exceeding its current
53
Reliance Communications Limited
assets, default in repayment of borrowings and default in estimates pending special audit from Department of
payment of regulatory and statutory dues and pending Telecommunications, pursuant to the judgment of Hon’ble
application of renewal of telecom licenses. This situation Supreme Court of India, vide its order dated October 24,
indicates that a material uncertainty exists that may cast 2019 and status of payment thereof which may undergo
significant doubt on the Company’s ability to continue revision based on any development in the said matter.
as a going concern. The accounts however have been
2. We draw attention to Note no. 2.57 of the Statement,
prepared by the management on a going concern basis for
regarding audited financial statements for the year ended
the reason stated in the aforesaid note. We however are
March 31, 2023 have not been adopted in the Annual
unable to obtain sufficient and appropriate audit evidence
General Meeting held on September 30, 2023.
regarding management’s use of the going concern basis of
accounting in the preparation of the standalone financial
Our opinion is not modified in respect of above matter.
statements, in view of ongoing CIRP and matters pending
before regulatory authorities, the outcome of which cannot
Key Audit Matters
be presently ascertained.
Key Audit Matter How our audit addressed the Key Audit Matter
1. Revenue Recognition
The accuracy and completeness of revenue amounts recorded is Our audit procedures included, amongst others, the following:
an inherent industry risk. The revenue is categorised broadly into
service and wholesale revenue. Service revenue mainly consists • Testing the end-to-end reconciliation from business
support systems to billing and to the general ledger;
of income from fixed line, broadband, rentals and installations.
Wholesale revenue comprises revenue from interconnection, • Performing tests on the accuracy of customer bill generation
external administration, capacity sales and from resellers. process on a sample basis and testing of a sample of the
credits and discounts applied to such customer bills;
We considered revenue recognition as a key audit matter as the
amount involved is material to the financial statements and due • Performed substantive analytical procedures over the
to the complexity of the systems and processes used to record significant revenue streams;
revenue. The accounting policy and relevant disclosures relating
to revenue are set out in notes 1.12 and 2.24 respectively, to • Involving verification of controls surrounding revenue
the standalone financial statements. invoicing;
54
Reliance Communications Limited
Key Audit Matter How our audit addressed the Key Audit Matter
• Performing specific procedures to test the accuracy and
completeness of adjustments, and performing procedures
to ensure that the revenue recognition criteria adopted
by the Company is in line with the company’s accounting
policies.
2. Valuation and disclosure of accrual estimates for legal claims, litigations, regulatory matters and contingencies and
deposits against the same legal matters including provision of license fee and spectrum usage charges, pursuant to the
judgment of Hon’ble Supreme Court of India, vide its order dated October 24, 2019
The Company is involved as a party in legal proceedings, Our audit procedures included, amongst others, testing the
including regulatory and other governmental proceedings. effectiveness of the Company’s internal controls around the
The Company has also deposited substantial amounts with identification and evaluation of claims/provisions, proceedings
regulatory authorities against the demands in dispute, which has and investigations at different levels in the Company, and
been classified as deposit. the recording and continuous re-assessment of the related
(contingent) liabilities and provisions and disclosures. We
This area is significant to our audit, since the accounting and inquired with both internal legal staff including Resolution
disclosure for (contingent) legal liabilities is complex and Professional (RP) as well as with the Company’s financial staff
judgmental (due to the difficulty in predicting the outcome of in respect of ongoing investigations or claims, proceedings and
the matter and estimating the potential impact if the outcome is investigations, inspected relevant correspondence, inspected the
unfavourable), and the amounts Involved are, or can be, material minutes of the meetings of the Audit Committee and requested
to the financial statements as a whole. Further reference is made a confirmation from the group’s in-house responsible officials
to Note no. 2.36 Contingent Liabilities and note no. 2.39.2 (b) and RP. For claims settled during the year, we vouched the
on provision of Licence fees and Spectrum Usage Charges. payments, as appropriate, and read the related orders to verify
whether the settlements were properly accounted for.
Information Other than the Standalone Financial Statements Responsibility of Management and Those Charged with
and Auditor’s Report Thereon Governance for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the preparation The standalone financial statements, which is the responsibility
of the other information. The other information comprises the of the Company’s Management is relied upon by the Resolution
information included in the Board’s Report including Annexures Professional based on the assistance provided by the Directors
to Board’s Report but does not include the standalone financial and taken on record by the Resolution Professional as fully
statements and our auditor’s report thereon. described in Note no. 2.62 of standalone financial statements.
The Company’s Management is responsible for the matters stated
Our opinion on the standalone financial statements do not in section 134(5) of the Act with respect to the preparation of
cover the other information and we do not express any form of these standalone financial statements that give a true and fair
assurance conclusion thereon. view of the financial position, financial performance including
other comprehensive income/(loss), changes in equity and
In connection with our audit of the standalone financial cash flows of the Company in accordance with the accounting
statements, our responsibility is to read the other information principles generally accepted in India, including the Indian
identified above and, in doing so, consider whether the other Accounting Standards specified under section 133 of the Act.
information is materially inconsistent with the standalone financial
statements or our knowledge obtained during the course of our This responsibility also includes maintenance of adequate
audit or otherwise appears to be materially misstated. If, based accounting records in accordance with the provisions of the
on the work we have performed, we conclude that there is a Act for safeguarding of the assets of the Company and for
material misstatement of this other information; we are required preventing and detecting frauds and other irregularities; selection
to report that fact. We have nothing to report in this regard. and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and
55
Reliance Communications Limited
design, implementation and maintenance of adequate internal • Conclude on the appropriateness of Board of Director’s
financial controls, that were operating effectively for ensuring the and Resolution Professional use of the going concern basis
accuracy and completeness of the accounting records, relevant of accounting and, based on the audit evidence obtained,
to the preparation and presentation of the standalone financial whether a material uncertainty exists related to events or
statement that give a true and fair view and are free from conditions that may cast significant doubt on the Company’s
material misstatement, whether due to fraud or error. ability to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw
In preparing the standalone financial statements, Directors attention in our auditor’s report to the related disclosures
/ Resolution Professional (RP) is responsible for assessing the in the standalone financial statements or, if such disclosures
Company’s ability to continue as a going concern, disclosing, as are inadequate, to modify our opinion. Our conclusions are
applicable, matters related to going concern and using the going based on the audit evidence obtained up to the date of
concern basis of accounting unless Director /RP either intends to our auditor’s report. However, future events or conditions
liquidate the Company or to cease operations, or has no realistic may cause the Company to cease to continue as a going
alternative but to do so. concern.
56
Reliance Communications Limited
corporate insolvency resolution process (“CIRP”) of Reliance 2. As required by Section 143(3) of the Act, we report that:
Communications Limited (“the Company”) and two of its
(a) Except for the matters stated in Basis for Qualified
subsidiaries namely Reliance Infratel Limited (RITL, ceased
Opinion paragraph above, we have sought and obtained
w.e.f December 22, 2022) and Reliance Telecom Limited
all the information and explanations which to the best
(RTL) (collectively, the “Corporate Debtors”) vide its orders
of our knowledge and belief were necessary for the
dated May 15, 2018. The committee of creditors (“CoC”)
purposes of our audit.
of the Corporate Debtors, at the meetings of the CoC
held on May 30, 2019, in terms of Section 22 (2) of the (b) Except for the possible effects of the matters described
Code, resolved with the requisite voting share, to replace in the Basis of Qualified opinion paragraph above and
the Interim Resolution Professionals with the Resolution matter stated in paragraph 2(j)(vi) below on reporting
Professional (“RP”) for the Corporate Debtors, which has under Rule 11(g) of the Companies (Audit and
been confirmed by the NCLT in its orders dated June 21, Auditors) Rules, 2014, in our opinion, proper books
2019 (published on the website of the NCLT on June 28, of account as required by law have been kept by the
2019). Company so far as it appears from our examination of
those books.
(b) During an earlier year, Reliance Communication Infrastructure (c) The Standalone Balance Sheet, the Standalone
Limited (RCIL) a wholly owned subsidiary of the Company, Statement of Profit and Loss (including other
had been admitted by NCLT for resolution process under comprehensive income), the Standalone Statement of
the Code and Mr. Anish Nanavaty was appointed as the Cash Flows and Standalone Statement of Changes in
Resolution Professional by the NCLT. On December 19, Equity dealt with by this Report are in agreement with
2023, Hon’ble NCLT has approved the resolution plan the books of account.
submitted by a resolution applicant as approved by CoC,
accordingly Mr. Anish Niranjan Nanavaty has ceased to be (d) In our opinion, the aforesaid standalone financial
the RP of RCIL, and RCIL is currently under the supervision statements comply with the Indian Accounting
of a Monitoring Committee (of which the erstwhile RP is a Standards (Ind AS) specified under Section 133 of
member) constituted under the provisions of the approved the Act, read with Rule 7 of the Companies (Indian
resolution plan. The implementation of the approved Accounting Standards) Rules, 2015 as amended,
resolution plan is currently pending. except requirement of Ind AS 105 “Non-Current
Assets Held for Sale and Discontinued Operations”,
Ind AS 23 “Borrowing Cost” , Ind AS 21 “Effects of
(c) Further, during the earlier year Reliance Tech Services Limited
Changes in foreign exchanges”, Ind AS 36 “Impairment
(RTSL) a wholly owned subsidiary of the Company, has
of Assets”, Ind AS 37 “Provisions, Contingent Liabilities
been admitted by NCLT on August 4, 2020 for resolution and Contingent Assets”, Ind AS 109 “Financial
process under the Code and Mr. Anjan Bhattacharya has Instruments” and Ind AS 116 “Leases” with regard
been appointed as the Resolution Professional by the NCLT. to matters described in the Basis of Qualified Opinion
During the previous year, NCLT vide order dated March 03, paragraph above.
2023 ordered the liquidation of the RTSL and appointed
Mr. Ashok Mittal as Liquidator. (e) The matters described under the Basis for Qualified
Opinion paragraph above and Qualified Opinion
(d) The standalone financial statements of the Company shall paragraph of “Annexure B” to this report, in our opinion,
be signed by the Chairperson or Managing Director or may have an adverse effect on functioning of the
Whole Time Director or in absence of all of them, it should Company and on the amounts disclosed in standalone
financial statements of the Company;
be signed by any Director of the Company who is duly
authorized by the Board of Directors to sign the standalone (f) On the basis of the written representations received
financial statements. As mentioned in Note No 2.62 of the from two directors of the Company as on March 31,
standalone financial statements, in view of the ongoing 2024 taken on record by the Board of Directors and
Corporate Insolvency Resolution Process, the powers of the based on legal opinion obtained by the Company with
Board of Directors stand suspended and are exercised by regard to non-payment of debenture holder’s due,
the Resolution Professional. these two directors are not disqualified as on March
31, 2024 from being appointed as a director in terms
Report on Other Legal and Regulatory Requirements of Section 164 (2) of the Act. Further as mentioned in
Note no. 2.52 of the standalone financial statements,
1. As required by the Companies (Auditor’s Report) Order, other directors of the Company have resigned from the
2020 (“the Order”), issued by the Central Government position of director, however their resignation has not
of India in terms of sub-section (11) of section 143 of been accepted for the reason stated in the said note
the Act, we give in the “Annexure A” a statement on the and Company has not received declarations from these
matters specified in paragraphs 3 and 4 of the Order, to the directors in this regard, accordingly we are unable to
extent applicable. comment whether these directors are disqualified as
on March 31, 2024 from being appointed as a director
in terms of Section 164(2) of the Act.
57
Reliance Communications Limited
(g) The qualification relating to the maintenance of (b) The Management has represented to us
accounts and other matters connected therewith are that, to the best of its knowledge and
as stated in the Basis for Qualified Opinion paragraph belief, no funds have been received by
above and paragraph 2(b) on reporting under section the Company from any person or entity,
143(3)(b) of the Act above and paragraph 2(j)(vi) including foreign entities (“Funding Parties”),
below on reporting under Rule 11(g) of the Companies with the understanding, whether recorded
(Audit and Auditors) Rules, 2014 (as amended). in writing or otherwise, that the Company
shall, whether, directly or indirectly, lend or
(h) With respect to the adequacy of the internal financial invest in other persons or entities identified
controls with reference to standalone financial in any manner whatsoever by or on behalf of
statements of the Company and the operating the Funding Party (“Ultimate Beneficiaries”)
effectiveness of such controls, refer to our separate or provide any guarantee, security or the like
Report in “Annexure B”. on behalf of the Ultimate Beneficiaries; and
(i) With respect to the other matters to be included in the (c) Based on our audit procedure that has been
considered reasonable and appropriate in
Auditor’s Report in accordance with the requirements
the circumstances, nothing has come to our
of section 197(16) of the Act, as amended:
notice that has caused us to believe that the
In our opinion and to the best of our information representations under sub-clause (a) and (b)
and according to the explanation given to us, the contain any material misstatement.
managerial remuneration has been paid / provided in v. The Company has not declared or paid any
accordance with the requisite approval by shareholders dividend during the year.
as mandated by the provisions of section 197 read
with schedule V of the Act. vi. Based on our examination which included test
checks, the Company has used accounting
The Ministry of Corporate Affairs has not prescribed software SAP and other peripheral applications for
other details under section 197(16) which are required maintaining its books of account for the financial
to be commented upon by us. year ended March 31, 2024, which has a feature
of recording audit trail (edit log) facility. However,
(j) With respect to the other matters to be included in as stated in note no. 2.59, no audit trail has
the Auditor’s Report in accordance with Rule 11 of been enabled at the database level for logging
the Companies (Audit and Auditors) Rules, 2014, in any direct changes in database in accounting
our opinion and to the best of our information and software SAP and other peripheral applications
according to the explanations given to us: for the year ended March 31, 2024. Further, the
audit trail facility has been operated throughout
i. The Company has disclosed the impact of pending the year for all relevant transactions recorded in
litigations on its financial position in its standalone the software except in one peripheral application
financial statements; wherein audit logs are available only from January
ii. The Company did not have any long-term 2024 to March 2024. Further, during the course
contracts including derivative contracts for which of our audit we did not come across any instance
there were any material foreseeable losses; of audit trail feature being tampered with.
iii. There were no amounts which were required vii. As proviso to Rule 3(1) of the Companies
to be transferred to the Investor Education and (Accounts) Rules, 2014 is applicable from April
Protection Fund by the Company; 01, 2023, reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 on
iv. (a) The Management has represented to us preservation of audit trail as per the statutory
that, to the best of its knowledge and belief, requirements for record retention is not applicable
no funds have been advanced or loaned or for the financial year ended March 31, 2024.
invested (either from borrowed funds or
share premium or any other sources or kind
of funds) by the Company to or in any other For Pathak H. D. & Associates LLP
person or entity, including foreign entities Chartered Accountants
(“Intermediaries”), with the understanding, Firm’s Registration No: 107783W/W100593
whether recorded in writing or otherwise,
that the Intermediary shall, whether, directly
or indirectly lend or invest in other persons or Jigar T. Shah
entities identified in any manner whatsoever Partner
by or on behalf of the company (“Ultimate Membership No: 161851
Beneficiaries”) or provide any guarantee, UDIN: 24161851BKBHIJ9368
security or the like on behalf of the Ultimate
Beneficiaries; Date : May 29, 2024
Place: Mumbai
58
Reliance Communications Limited
Referred to in paragraph 1 under ‘Report on Other Legal has physically verified some of the Property, Plant and
and Regulatory Requirements’ section of our report in the Equipment including Asset Held for Sale on sample
Independent Auditors Reports of even date to the members basis which is not under electronic surveillance and
of Reliance Communications Limited on the standalone certain assets which are under electronic surveillance
financial statements for the year ended March 31, 2024 and no material discrepancies were identified on such
(i) (a) (A) The Company has maintained proper records physical verification.
showing full particulars, including quantitative
details and situation of Property, Plant and (c) According to the information and explanations given
Equipment including Assets Held for Sale. to us and records examined by us, the title deeds of
all immovable properties (other than properties where
(B) The Company is maintaining proper records the Company is the lessee and the lease agreements
showing full particulars of Intangible Assets. are duly executed in favour of the lessee), as disclosed
in Note 2.50.1 of the standalone financial statements,
(b) We are informed that the Company physically verifies are held in the name of the Company, except for the
its assets over a three year period. In our opinion, this following where the Company is in the process of
periodicity of physical verification is reasonable having transferring the title deeds in its name as these were
regard to the size of the Company and the nature of acquired through various schemes of arrangement
its assets. In accordance with this policy, the Company entered in the earlier years:
Sr. Description of Gross Title deed Held in name of Whether title deeds Property held Reason for not being
No. Property carrying held in name of since date held in the name of
value promoter, director or (Financial Year) the Company
(` in Crore) relative of promoter/
director
1 Leasehold Land 12 Reliance Communications Infrastructure Subsidiary Company April 01, 2006
Limited & Reliance Telecom Limited
2 Freehold Land 133 Reliance Communications Infrastructure Subsidiary Company April 01, 2006 Transfer under court
Limited & Reliance Telecom Limited approved scheme
3 Buildings 245 Reliance Communications Infrastructure Subsidiary Company April 01, 2006
Limited & Reliance Telecom Limited
(d) Based on the records examined by us and information Company had been sanctioned working capital limits
and explanation given to us by the Company, the from banks in the earlier years, on the basis of security
Company during the year has not revalued its Property, of current assets. However, since the Company is
Plant and Equipment or intangible assets. Hence, the undergoing CIR process, the Company has not filed
reporting requirements under clause 3(i)(d) of the quarterly returns and statements with such banks.
Order is not applicable to the Company. (Refer note 2.19.5)
(e) According to the information and explanation and (iii) (a) Based on the examination of records of the Company
representation given to us by the management, no and according to the information and explanation
proceedings have been initiated or are pending against given to us, during the year, the Company has not
the Company for holding any benami property under provided guarantee or provided security or granted
the Benami Transactions (Prohibition) Act, 1988 (45 any loans or any advances in the nature of loans,
of 1988) and rules made thereunder. secured or unsecured to any Company, Limited Liability
Partnerships, Firms or any other parties. Accordingly,
the reporting requirement under clause 3(iii)(a) and
(ii) (a) According to the information and explanation given (b) of the Order is not applicable to the Company.
to us and records examined by us, the management
of the Company has conducted physical verification of
(b) According to the information and explanation and
its inventories at regular intervals and in our opinion records examined by us in respect of the loans and
the coverage and procedure of such verification by advances in nature of loans, the schedule of repayment
the management is appropriate. As explained to of principal and payment of interest has not been
us and on the basis of records examined by us, the stipulated or are not available for our verification, hence
value of discrepancies noticed on physical verification we are unable to comment whether the repayment or
by the management did not exceed 10% or more in receipts are regular.
aggregate of each class of inventory.
(c) According to the information and explanation and
(b) Based on the records examined by us and information records examined by us in respect of the loans and
and explanation and representation given to us, the advances in nature of loans, the schedule of repayment
59
Reliance Communications Limited
of interest has not been stipulated or are not available investment and provided guarantees and securities to the
for our verification, hence we are unable to comment parties covered under section 185 and 186 of the Act.
whether total amount is overdue for more than Further, as the Company is engaged in the business of
ninety days. In absence of sufficient and appropriate providing infrastructure facilities, the provisions of section
evidence, we are unable to comment on reasonable 186 [except of subsection (1)] is not applicable to the
steps have been taken by the Company for recovery of Company (Refer note no. 2.58). Accordingly, the reporting
the principal and Interest thereon.
requirement under clause 3(iv) of the Order is not applicable
to the Company.
(d) According to information and explanations given to us
and books of accounts and records examined by us, (v) In our opinion and according to the information and
the Company has not renewed the loans granted to explanations given to us, the Company has not accepted
various parties as on March 31, 2019. any deposits from the public in accordance with relevant
provisions of Sections 73 to 76 or any other relevant
(e) Based on our verification of records of the Company provisions of the Act and the rules framed there under.
and information and explanation given to us, the Accordingly, the reporting requirement under clause 3(v) of
Company has granted loans or advance in nature of
the Order is not applicable to the Company.
loans in earlier years, either repayable on demand or
without specifying any terms or period of repayment (vi) We have broadly reviewed the books of account maintained
are as follows: by the Company pursuant to the rules prescribed by the
Central Government for maintenance of cost records under
(` in Crore) subsection 1 of Section 148 of the Act, in respect of
telecommunication activities and are of the opinion that
prima facie, the prescribed accounts and records have been
Particulars All Promoters Related
made and maintained. However, we have not made a
Parties Parties
detailed examination of the records.
Aggregate amount of
loans/ advances in
nature of loans (vii) (a) According to the information and explanations given to
us and on the basis of our examination of the records
- Repayable on
27 - 27 of the Company, we observed that there are delays
demand (A)
in amounts deposited with appropriate authorities for
- Agreement does
amounts deducted/accrued in the books of account
not specify any
6,233 - 6,048 in respect of undisputed statutory dues including
terms or period of
repayment (B) provident fund, income tax, goods and services tax,
service tax, duty of customs, sales tax, value added
Total (A+B) 6,260 - 6,075
tax, entry tax, employees state insurance, cess
Percentage of loans/ and other material statutory dues. According to the
advances in nature
100% - 97.04% information and explanations given to us, undisputed
of loans to the total
loans amounts payable in respect of provident Fund, income
tax, goods and services tax, sales tax, value added tax,
(iv) As per information and explanation provided to us and on employees state insurance and other material statutory
the basis of verification of records of the Company, the dues which were in arrears as at March 31, 2024 for
Company during the year has not granted any loan, made a period of more than six months from the date they
became payable are as under:
60
Reliance Communications Limited
(b) According to the information and explanations given to us and the records of the Company examined by us, details of
statutory dues referred to in clause vii (a) above, which have not been deposited as on March 31, 2024 on account of
disputes are given below:
61
Reliance Communications Limited
Entry Tax, Madhya Pradesh Entry Tax 0.48 2002-03 to Asst. Commissioner of Commercial Taxes
2003-04
1.53 2005-06 to MP Taxation Board
2007-08 &
2010-11
0.07 2008-09 Commercial Tax Appellate Board
0.21 2011-12 Dy. Commissioner (Appeals)
Entry Tax, Orissa Entry Tax 0.08 2009-10 Addl. Commissioner (Appeals)
0.05 Oct '06-March Sales Tax Appellate Tribunal
'09
Entry Tax, Uttar Pradesh Entry Tax 0.13 2003-04 Commercial Tax Tribunal
0.04 2013-14, Dy. Commissioner of Commercial Taxes
2014-15
Entry Tax, West Bengal Entry Tax 0.35 2014-15, Revisional Board
2015-16
Entry Tax, Rajasthan Entry Tax 1.70 2013-14 to Appellate Authority
2014-15
14.73 2005-06, Supreme Court
2007-08 to
2012-13
Entry Tax, Punjab Entry Tax 0.01 Oct 2012 to High Court
Dec 2012
VAT, Bihar VAT 0.24 2005-06 Commercial Tax Tribunal
8.33 2011-12 High Court
VAT, Haryana VAT 1.15 2011-12 Commercial Tax Tribunal
VAT, Kerala VAT 0.01 2006-07 Deputy Commissioner (Appeals)
8.05 2010-11 & High Court
2012-13 to
2014-15
0.02 2011-12 Deputy Commissioner (Appeals)
VAT, Punjab VAT 0.05 2010-11 Deputy Commissioner (Appeals)
7.84 2010-11 to Asst. Commissioner of Commercial Taxes
2016-17
VAT, Uttarakhand VAT 0.78 2009-10 to Dy. Commissioner of Commercial Taxes
2010-11
0.43 2007-08 & Jt. Commissioner (Appeals)
2012-13
62
Reliance Communications Limited
63
Reliance Communications Limited
1
` 26,723, 2
` 49,382 and 3
` 26,256
(viii) According to information and explanation given to us and representation given by the management, there were no transactions
relating to previously unrecorded income that were surrendered or disclosed as income during the year in the tax assessments
under the Income Tax Act, 1961 (43 of 1961).
(ix) (a) In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of
loans or borrowings and interest thereon from banks & financial institutions, which were not paid as at Balance Sheet date.
The lender wise details of principal and interest are as under:
64
Reliance Communications Limited
65
Reliance Communications Limited
Apart from outstanding of Interest mentioned above, (xi) (a) Based on the audit procedures performed by us and
the Company has not provided interest expense of according to the information and explanations given
` 4,749 crore for the year and ` 24,037 crore upto to us, no material fraud by the Company or on the
March 31, 2024 in respect of Loan taken from banks, Company has been noticed or reported during the
financial intuitions and other lenders and therefore it year. Also refer notes nos. 2.54, 2.55 and 2.60 of
has not been disclosed above. standalone financial statements.
The Company has not obtained any loans from (b) According to the information and explanations given to
Government. us, no report under sub-section (12) of section 143 of
the Act has been filed by the auditors in form ADT-4 as
(b) According to the information and explanations given prescribed under rule 13 of the Companies (Audit and
to us and on the basis of the audit procedures and Auditors) Rules, 2014 with the Central Government.
representation received from management, we
report that the Company has not been declared (c) As represented to us by the Management, no whistle
wilful defaulter by any bank or financial institution or blower complaints have been received by the Company
government or any government authority. However, during the year.
the Company has received show cause notice from
certain banks as to why the Company should not be (xii) As the Company is not a Nidhi company. Accordingly,
declared wilful defaulter (refer note 2.55). reporting under clause 3(xii) of the Order is not applicable
to the Company.
(c) In our opinion and information and explanation given
to us and based on the examination of records of the (xiii) According to the information and explanations given to
Company, the Company has not raised term loans from us and based on our examination of the records of the
any lender during the year and hence reporting under Company, transactions with the related parties are in
clause 3(ix)(c) of the Order is not applicable to the compliance with Sections 177 and 188 of the Act, where
Company. applicable. The details of such related party transactions
have been disclosed in the standalone financial statements
(d) According to the information and explanations given
as required by the applicable accounting standards.
to us, and the procedures performed by us, and on
an overall examination of the standalone financial (xiv) (a) In our opinion and based on our examination, the
statements of the Company, we report that no funds Company has an internal audit system commensurate
raised on short term basis have been used for long- with the size and nature of its business.
term purposes.
(b) We have considered the internal audit reports of the
(e) According to the information and explanations given Company issued till date, for the period under audit.
to us and on an overall examination of the standalone
financial statements of the Company, we report that (xv) According to the information and explanations given to us
during the year the Company has not taken any funds and based on our examination of the records, the Company
from any entity or person on account of or to meet has not entered into non-cash transactions with directors or
the obligations of its subsidiaries, associates or joint persons connected with him. Accordingly, reporting under
ventures. clause 3(xv) of the Order is not applicable to the Company.
(f) In our opinion and according to the information and (xvi) (a) The Company is not required to be registered under
explanations given to us, the Company has not raised Section 45-IA of the Reserve Bank of India Act, 1934.
loans during the year on the pledge of securities held in
its subsidiaries, joint ventures or associate companies. (b) On the basis of examination of records and according
to the information and explanation given to us by the
(x) (a) In our opinion, and according to information and Company, the Company has not conducted any Non-
explanations given to us, the Company has not Banking Financial or Housing Finance activities hence
raised money by way of initial public offer or further the reporting requirements under clause 3(xvi)(b) of
public offer (including debt instruments) and hence the Order is not applicable.
the provision of clause 3(x)(a) of the Order is not
applicable to the Company. (c) In our opinion and according to the information and
explanations given to us, the Company is not a Core
(b) In our opinion and according to the information and Investment Company as defined in the regulations
explanation given to us, the Company during the year made by the Reserve Bank of India.
has not made any preferential allotment or private
placement of shares or fully or partly convertible (d) As represented by the management, the Group does
debentures and hence reporting under clause 3(x)(b) not have more than one Core Investment Company
of the Order is not applicable to the Company. as part of the Group as per the definition of Group
contained in the Core Investment Companies (Reserve
Bank) Directions, 2016.
66
Reliance Communications Limited
(xvii) Based on the examination of records, the Company has within a period of one year from the balance sheet date,
incurred cash losses of ` 10,686 crore in the financial year will get discharged by the Company as and when they fall
2023-24 and ` 14,808 crore in immediately preceding due.
financial year.
(xx) Based on the examination of records of the Company and
(xviii)There has been no resignation of the statutory auditors information and explanations given to us, due to losses
during the year. incurred, the conditions and requirements of section 135 of
the act is not applicable to the Company. Hence, reporting
(xix) As referred to in Basis for Qualified Opinion paragraph (e) under clause 3(xx)(a) and 3(xx)(b) of the Order is not
in our main audit report and as disclosed in Note no. 2.31 applicable to the Company.
and 2.50.8 to the standalone financial statements which
also includes financial ratios, ageing and expected dates
of realization of financial assets and payment of financial
liabilities, other information accompanying the financial
statements, our knowledge of the Board of Directors/ For Pathak H. D. & Associates LLP
Resolution Professional and management plans and Chartered Accountants
based on our examination of the evidence supporting the Firm’s Registration No: 107783W/W100593
assumptions, there exists a material uncertainty that may
cast a significant doubt on the Company’s ability to continue
Jigar T. Shah
as a going concern as on the date of audit report and the
Partner
capability of the Company for meeting its liabilities existing
Membership No: 161851
at the date of balance sheet, as and when they fall due
UDIN: 24161851BKBHIJ9368
within a period of one year from the balance sheet date.
We further state that our reporting is based on the facts
up to the date of the audit report and we neither give any Date : May 29, 2024
guarantee nor any assurance that all liabilities falling due Place: Mumbai
67
Reliance Communications Limited
Annexure B’ to the Independent Auditor’s Report on the effectiveness. Our audit of internal financial controls with
standalone financial statements of Reliance Communications reference to standalone financial statements included obtaining
Limited for the year ended March 31, 2024 an understanding of internal financial controls, assessing the
risk that a material weakness exists, and testing and evaluating
Report on the Internal Financial Controls with respect to the design and operating effectiveness of internal control based
standalone financial statement under Clause (i) of Sub-section on the assessed risk. The procedures selected depend on the
3 of Section 143 of the Companies Act, 2013 (‘‘the Act’’) auditor’s judgement, including the assessment of the risks of
material misstatement of the standalone financial statements,
whether due to fraud or error.
(Referred to in paragraph 2(h) under ‘Report on other legal and
regulatory requirements’ section of our report of even date to
the members of Reliance Communications Limited for the year We believe that the audit evidence we have obtained is sufficient
ended March 31, 2024) and appropriate to provide a Basis for our Qualified Opinion on
the Company’s internal financial controls with reference to
We have audited the internal financial controls with reference standalone financial statements.
to standalone financial statements of Reliance Communications
Limited (“the Company”) as of March 31, 2024 in conjunction Meaning of Internal Financial Controls with reference to
with our audit of the standalone financial statements of the standalone financial statements
Company for the year ended on that date.
A Company’s internal financial control with reference to standalone
Management’s Responsibility for Internal Financial Controls financial statements is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and
The Company’s management is responsible for establishing and the preparation of standalone financial statements for external
maintaining internal financial controls based on the internal purposes in accordance with generally accepted accounting
control with reference to standalone financial statements principles. A Company’s internal financial control with reference
criteria established by the Company considering the essential to standalone financial statements includes those policies and
components of internal control stated in the Guidance Note on procedures that (1) pertain to the maintenance of records that, in
Audit of Internal Financial Controls Over Financial Reporting issued reasonable detail, accurately and fairly reflect the transactions and
by the Institute of Chartered Accountants of India (the “Guidance dispositions of the assets of the Company; (2) provide reasonable
Note”). These responsibilities include the design, implementation assurance that transactions are recorded as necessary to permit
and maintenance of adequate internal financial controls that preparation of standalone financial statements in accordance
were operating effectively for ensuring the orderly and efficient with generally accepted accounting principles, and that receipts
conduct of its business, including adherence to Company’s and expenditures of the company are being made only in
policies, the safeguarding of its assets, the prevention and accordance with authorizations of management and directors of
detection of frauds and errors, the accuracy and completeness the company; and (3) provide reasonable assurance regarding
of the accounting records, and the timely preparation of reliable prevention or timely detection of unauthorized acquisition, use,
financial information, as required under the Act. or disposition of the Company’s assets that could have a material
effect on the standalone financial statements.
Auditors’ Responsibility
Inherent Limitations of Internal Financial Controls with
reference to standalone financial statements
Our responsibility is to express an opinion on the Company’s
internal financial controls with reference to standalone financial
statements based on our audit. We conducted our audit in Because of the inherent limitations of internal financial controls
accordance with the Guidance Note and standards issued by the with reference to standalone financial statements, including the
Institute of Chartered Accountants of India and the Standards possibility of collusion or improper management override of
on Auditing prescribed under section 143(10) of the Act to controls, material misstatements due to error or fraud may occur
the extent applicable to an audit of internal financial controls and not be detected. Also, projections of any evaluation of the
with reference to standalone financial statements. Those internal financial controls with reference to standalone financial
Standards and the Guidance Note require that we comply with statements to future periods are subject to the risk that the
ethical requirements and plan and perform the audit to obtain internal financial control with reference to standalone financial
reasonable assurance about whether adequate internal financial statements may become inadequate because of changes in
controls with reference to standalone financial statements conditions, or that the degree of compliance with the policies or
was established and maintained and if such controls operated procedures may deteriorate.
effectively in all material respects.
Basis for Qualified Opinion
Our audit involves performing procedures to obtain audit evidence
about the adequacy of the internal financial controls with According to the information and explanations given to us and
reference to standalone financial statements and their operating based on our audit, the following material weaknesses and
68
Reliance Communications Limited
‘Annexure B’ to the Independent Auditor’s Report - March 31, 2024
deficiencies has been identified in the operating effectiveness effects of the material weaknesses described above under Basis
of the Company’s internal financial controls with reference to for Qualified Opinion paragraph on the achievement of the
standalone financial statements as at March 31, 2024: objectives of the control criteria, the Company has, in all material
respects an adequate internal financial controls with reference
i. The Company’s internal process with regard to confirmation
to standalone financial statements and such internal financial
and reconciliation of Balances of trade receivables, trade
controls were operating effectively as at March 31, 2024, based
payables & other liabilities and loan & advances which are
on the internal financial control with reference to the standalone
not providing for adjustments, which are required to be
financial statements criteria established by the Company
made to the carrying values of such assets and liabilities.
considering the essential components of internal control stated
(Read with Note no. 2.31).
in the Guidance Note.
ii. The Company’s internal control process in respect of closure
of outstanding entries in Bank Reconciliation Statements We have considered material weakness identified and reported
which are pending to be reconciled. above in determining the nature, timing, and extent of audit tests
iii. In respect of delays in payment of certain statutory dues applied in our audit of the standalone financial statements of
and filing of certain statutory returns during the year with the Company for the year ended March 31, 2024 and these
the respective authorities. material weaknesses affect our opinion on standalone financial
statements of the Company for the year ended March 31, 2024
iv. In respect of transactions carried out by Director of foreign [our audit report dated May 29, 2024, which expressed an
subsidiary company without obtaining the adequate Qualified Opinion on those standalone financial statements of
approvals from the Management of the Company (Refer the Company].
Note 2.60).
Qualified Opinion
Date : May 29, 2024
In our opinion and to the best of our information and according Place: Mumbai
to the explanations given to us, except for the effects / possible
69
Reliance Communications Limited
(` in crore)
Notes As at As at
March 31, 2024 March 31, 2023
(Refer Note 2.57)
ASSETS
Non Current Assets
(a) Property, Plant and Equipment 2.01 1,052 1,160
(b) Capital Work in Progress 2.01 55 60
(c) Intangible Assets 2.02 2 2
(d) Financial Assets
(i) Investments 2.03 6,811 7,450
(ii) Other Financial Assets 2.04 2 2
(e) Income Tax Assets (net) - -
(f) Other Non Current Assets 2.05 699 8,621 699 9,373
Current Assets
(a) Inventories 2.06 2 2
(b) Financial Assets
(i) Investments 2.07 46 46
(ii) Trade Receivable 2.08 100 82
(iii) Cash and Cash Equivalents 2.09 185 174
(iv) Bank balances other than (iii) above 2.10 43 39
(v) Loans 2.11 6,260 6,611
(vi) Other Financial Assets 2.12 130 144
(c) Other Current Assets 2.13 4,067 4,066
(d) Assets held for Sale 2.14 19,754 30,587 19,758 30,922
70
Reliance Communications Limited
Statement of Profit and Loss for the year ended March 31, 2024
(` in crore)
Notes For the year ended For the year ended
March 31, 2024 March 31, 2023
(Refer Note 2.57)
1 INCOME
(a) Revenue from Operations 2.24 290 332
(b) Other Income 2.25 8 8
(c) Total Income 298 340
2 EXPENSES
(a) Access Charges, License Fees and Network Expenses 2.26 165 151
(b) Employee Benefits Expenses 2.27 35 45
(c) Finance Costs - -
(d) Depreciation, Amortisation and provision for Impairment 2.01 & 02 112 116
(e) Sales and General Administration Expenses 2.28 152 208
(f) Total Expenses [(a) to (e)] 464 520
3 Profit/ (Loss) before Exceptional items and Tax [1(c) - 2(f)] (166) (180)
4 Exceptional Items 2.39
Loss on De-Subsidiarisation including Provision (991) -
Total Exceptional Items (991) -
5 Profit/ (Loss) before Tax (3 + 4) (1,157) (180)
6 Tax expenses
(a) - Current Tax - -
(b) - Deferred Tax charge/ (credit) - -
7 Profit / (Loss) from Continuing operations after Tax (5 - 6) (1,157) (180)
8 Profit / (Loss) before Exceptional Items and Tax from 2.47 (566) (526)
Discontinued Operations
9 Exceptional Items
(i) Loss on De-Subsidiarisation including Provision - (4,208)
(ii) Provision for Liability on account of License & Spectrum fee 2.39 (5,346) (5,647)
10 Profit/ (Loss) before Tax from Discontinued Operations (8-9) (5,912) (10,381)
11 Tax expenses / (credit) of Discontinued Operations - -
12 Profit/ (Loss) after Tax from Discontinued Operations (10-11) (5,912) (10,381)
13 Other Comprehensive Income / (Loss)
Item that will not be reclassified to Profit or loss Remeasurement of 1 -
Gain / (Loss) of defined benefit plans (net of tax) (Previous Year (-)
` 3,43,921)
14 Total Comprehensive Income/ (Loss) ( 7+12+13 ) (7,068) (10,561)
15 Earnings per Share of face value of ` 5 each fully paid up 2.38
(Basic and Diluted) before Exceptional items
Continuing Operations (0.60) (0.66)
Discontinued Operations (2.06) (1.92)
Continuing Operations and Discontinued Operations (2.66) (2.58)
(after Exceptional items)
Continuing Operations (4.22) (0.66)
Discontinued Operations (21.54) (37.83)
Continuing Operations and Discontinued Operations (25.76) (38.49)
Material Accounting Policies 1
Notes on Accounts 2
Notes referred to above form an integral part of the financial statements.
71
72
(a) Equity share capital (Refer Note 2.15 and 2.57)
Income
Capital Securities General Reserve for Debenture Retained Treasury Remeasurement
Reserve Premium Reserve Business Redemption Earnings Equity of defined
Reserve * Restructuring Reserve benefit plan
Balance as at April 01, 2023 1,397 13,894 9,697 - 590 (80,589) (391) 7 (55,394)
Surplus/ (Deficit) of Statement of Profit and Loss - - - - - (7,069) - (7,069)
Statement of Changes in Equity for the year ended March 31, 2024
Statement of Cash Flows for the year ended March 31, 2024
(` in Crore)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
(Refer Note 2.57)
A CASH FLOW FROM OPERATING ACTIVITIES
Profit/ (Loss) before tax from Continuing operation (1,157) (180)
Profit/ (Loss) before tax from Discontinued operation (5,912) (10,381)
Adjusted for:
Impairment of Assets / Investments including provision 991 4,208
Depreciation and Amortisation Expenses 112 116
Effect of change in Foreign Exchange Rate (net) 28 93
Finance Costs (net) 552 504
Interest Income (18) 1,665 (5) 4,916
73
Reliance Communications Limited
Statement of Cash Flows for the year ended March 31, 2024
(` in Crore)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
(Refer Note 2.57)
C CASH FLOW FROM FINANCING ACTIVITIES
Net Proceeds from/ (Repayment ) of Borrowings - Current - -
Finance Costs - -
Net Cash generated from/ (used in) Financing Activities - -
Net Increase/ (Decrease) in Cash and Cash Equivalents 11 (70)
Opening Balance of Cash and Cash Equivalents 174 244
Closing Balance of Cash and Cash Equivalents 185 174
74
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
75
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
(vi) Any gain or loss on disposal of an item of property, plant and equipment is recognised in statement of Profit or Loss.
(vii) Depreciation methods, useful lives and residual values are reviewed periodically at each reporting date and adjusted
prospectively if appropriate.
(viii) Depreciation on all the assets capitalised pursuant to para 46A of AS 11 is provided over the remaining useful life of
the depreciable capital asset.
(ix) Depreciation on additions is calculated pro rata from the following month of addition.
(x) Expenses incurred relating to project, prior to commencement of commercial operations, are considered as project
development expenditure and shown under Capital Work in Progress.
(b) Brand License - 10 years
(d) Software - 5 years
(vii) Amortization method, useful life and residual values are reviewed periodically at each reporting period.
(viii) Any gain or loss on disposal of an item of Intangible Assets is recognised in the Statement of Profit and Loss.
Non current assets (or disposal group) are classified as assets held for sale when their carrying amount is to be recovered
principally through a sale transaction. Non-current assets (or disposal group) classified as held for sale are measured at the
lower of their carrying amount and / or fair value less costs to sell. This condition is regarded as met only when the sale
is highly probable and the asset (or disposal group) is available for immediate sale in its present condition, subject only to
terms that are usual and customary for sale of such assets and sale is expected to be concluded within twelve months from
the date of such classification.
Assets and liabilities classified as held for sale are presented separately in the balance sheet. A disposal group qualifies as
discontinued operations if it is a component of the Company that either has been disposed off or is classified as held for sale,
and; represents a separate major line of business or geographical area of operations, or part of a single co-ordinated plan
to dispose of a separate major line of business or geographical area of operations, or a subsidiary acquired exclusively with
a view to resale. Non-current assets are not depreciated or amortised while they are classified as held for sale.
When the group is committed to sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that
subsidiary are classified as held for sale when the criteria described are met, regardless of whether the group will retain a
non controlling interest in its former subsidiary after the sale.
Loss is recognised for any initial or subsequent write down of such non current assets (or disposal group) to fair value less
costs to sell. A gain is recognised for any subsequent increase in fair value less costs to sell an asset (or disposal group) but
not in excess of any cumulative loss previously recognised.
If the criteria for assets held for sale are no longer met, it ceases to be classified as held for sale and are measured at
the lower of (i) its carrying amount before the asset was classified as held for sale, adjusted for any depreciation or any
amortisation that would have been recognised had that asset not been classified as held for sale, and (ii) its recoverable
amount at the date when the disposal group ceases to be classified as held for sale.
76
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that
represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to
dispose of such a line of business or area of operations, or is a Subsidiary acquired exclusively with a view to resale. The
results of discontinued operations or presented separately in the Statement of Profit and Loss
Intangible assets that have an indefinite useful life are tested annually for impairment or more frequently if events or
changes in circumstances indicate that they may be impaired. Other assets are tested for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. An asset is treated as impaired when
the carrying cost of assets exceeds its recoverable value. An impairment loss is charged to the Statement of Profit and Loss
in the year in which an asset is identified as impaired. The impairment loss recognised in prior accounting period is increased
/ reversed where there has been change in the estimate of recoverable value. The recoverable value is the higher of the
assets’ net selling price and value in use.
Inventories of stores and spares are accounted for at cost and all other costs incurred in bringing the inventory to their
present location and condition, determined on weighted average basis or net realizable value, whichever is less. Net
realizable value is the estimated selling price in the ordinary course of business less estimated costs necessary to make the
sale.
All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee
benefits. These benefits include compensated absences such as paid annual leave and sickness leave. The undiscounted
amount of short term employee benefits expected to be paid in exchange for the services rendered by the employees are
recognised as an expense during the period.
Provident Fund
Provident Fund contributions are made to a Trust / Regional Provident Fund Commissioner (RPFC) administered by the
Trustees /other recognised fund. Interest payable to the Provident Fund members, shall not be at a rate lower than
the statutory rate. Liability is recognised for any shortfall in the income of the fund vis-à-vis liability of the interest as
per statutory rates to the members. The Company’s contribution towards Employees’ Provident Fund is recognised as
an expense during the period in which it accrues (refer note 2.42).
Gratuity Plan
The Company’s gratuity benefit scheme is a defined benefit plan. The Company’s net obligation in respect of the
gratuity benefit scheme is calculated by estimating the amount of future benefit that employees have earned in return
for their services in the current and prior periods; that benefit is discounted to determine its present value, mortality
rate and the fair value of plan assets is deducted. Mortality rate is based on publicly available mortality table in India.
The present value of the obligation under such defined benefit plan is determined based on actuarial valuation using
the Projected Unit Credit Method.
Obligation is measured at present value of the estimated future cash flows. Discount rates used for determining present
value of obligation under the defined benefit plan, are based on market yield of Government Securities as at the
balance sheet date that have terms approximating to the terms of the related obligation.
Remeasurement which comprise of actuarial gain and losses, the return of plan assets (excluding interest) and the
effect of asset ceiling ( if any, excluding interest) are recognised in OCI.
Plan Assets of Defined Benefit Plans have been measured at fair value.
77
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
Borrowing costs attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of
such assets upto the commencement of commercial operations. A qualifying asset is one that necessarily takes substantial
period of time to get ready for intended use. Other borrowing costs are recognised as an expense in the year in which they
are incurred.
78
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
The entities may agree to provide goods or services for consideration that varies upon certain future events which may
or may not occur. This is variable consideration, a wide term and includes all types of negative and positive adjustments
to the revenue. This could result in earlier recognition of revenue compared to current practice – especially impacting
industries where revenue is presently not recorded untill all contingencies are resolved. Further, the entities will have
to adjust the transaction price for the time value of money. Where the collections from customers are deferred the
revenue will be lower than the contract price, and in case of advance collections, the effect will be opposite resulting
in revenue exceeding the contract price with the difference accounted as a finance expense.
(iii) The Company sells rights of use (ROUs) that provide to the customers with network capacity, typically over a period
of 5 to 20 years without transferring legal title or giving an option to purchase network capacity. Capacity services
revenues are accounted as operating lease and recognised in the Company’s income statement over the life of the
contract. Bills raised on the customers/ payments received from the customers for long term contracts and for which
revenue is not recognised are included in deferred revenue. Revenue on non cancellable ROUs are recognised as
licensing income over the period of the contract.
(iv) Revenue is recognised as and when the services are provided on the basis of actual usage of the Company’s network.
Revenue on upfront charges for services with lifetime validity and fixed validity periods are recognised over the
estimated useful life of the subscribers and specified fixed validity period, as appropriate. The estimated useful life is
consistent with estimated churn of the subscribers.
(v) A receivable represents the Company’s right to an amount of consideration that is unconditional i.e. only the passage
of time is required before payment of consideration is due and the amount is billable
(vi) Interest income on investment is recognised on time proportion basis. Interest income is accounted using the applicable
Effective Interest Rate (EIR), which is the rate that exactly discounts estimated future cash receipts over the expected
life of the financial assets to that asset’s net carrying amount on initial recognition. Dividend is considered when right
to receive is established. The Company recognises income from the units in the Fixed Income Schemes of Mutual
Funds where income accrued is held till declaration or payment thereof for the benefit of the unit holders.
Income Tax comprises of current and deferred tax. It is recognised in the Statement of Profit and Loss except to the extent
that it relates to a business combination or to an item recognised directly in equity or OCI.
Provision for income tax is made on the basis of taxable income for the year at the current rates. Tax expense comprises
of current tax and deferred tax at the applicable enacted or substantively enacted rates. Current tax represents amount
of Income Tax payable/ recoverable in respect of taxable income/ loss for the reporting period. Deferred tax represents
the effect of temporary difference between carrying amount of assets and liabilities in the financial statement and the
corresponding tax base used in the computation of taxable income. Deferred tax liabilities are generally accounted for all
taxable temporary differences. Deferred tax asset is recognised for all deductible temporary differences, carried forward of
unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which
such deductible temporary differences can be utilised.
MAT (Minimum Alternate Tax) is recognized as an asset only when and to the extent it is probable evidence that the
Company will pay normal income tax and will be able to utilize such credit during the specified period. In the year in which
the MAT credit becomes eligible to be recognized as an asset, the said asset is created by way of a credit to the Statement
of Profit and loss and is included in Deferred Tax Assets. The Company reviews the same at each balance sheet date and
if required, writes down the carrying amount of MAT credit entitlement to the extent there is no longer probable that
Company will be able to absorb such credit during the specified period.
Subsidies granted by the Government for providing telecom services in rural areas are recognised as other operating income
in accordance with relevant terms and conditions of the scheme and agreement.
1.15 Provisions including Asset Retirement Obligation (ARO) and Contingent Liabilities and Contingent Assets
Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a
result of past events and it is probable that there will be an outflow of resources. Provisions are determined by discounting
expected future cash flows at the pre tax rate that reflects current market assumptions of time value of money and
risk specific to the liability. A disclosure for a contingent liability is made when there is a possible obligation or a present
obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present
obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. Asset
Retirement Obligation (ARO) relates to removal of electronics equipments when they will be retired from its active use.
79
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
Provision is recognised based on the best estimate, of the management, of the eventual costs (net of recovery), using
discounted cash flow, that relates to such obligation and is adjusted to the cost of such assets. Estimated future costs
of decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the
discount rate applied are added to or deducted from the cost of the asset. Contingent Assets are neither recognised nor
disclosed in the financial statements of the Company.
In determining Earnings per Share, the Company considers net profit / loss after tax and includes post tax effect of any
exceptional item. Number of shares used in computing basic earnings per share is the weighted average number of the
shares, excluding the shares owned by the Trust, outstanding during the period. Dilutive earning per share is computed and
disclosed after adjusting effect of all dilutive potential equity shares, if any except when result will be anti - dilutive. Dilutive
potential equity Shares are deemed converted as at the beginning of the period, unless issued at a later date.
In respect of stock options granted pursuant to the Company’s Employee Stock Option Scheme, fair value of the options is
treated as discount and accounted as employee compensation cost over the vesting period. Employee compensation cost
recognised earlier on grant of options is reversed in the period when the options are surrendered by any employee or lapsed
as per the terms of the scheme.
The Company has created an Employee Stock Option Scheme Trust (ESOS Trust) for providing share-based payment
to its employees. The Company uses ESOS Trust as a vehicle for distributing shares to employees under the employee
remuneration schemes. The ESOS Trust buys shares of the Company from the market, for giving shares to employees. The
Company treats ESOS Trust as its extension and shares held by ESOS Trust are treated as Treasury Equity.
Own equity instruments that are reacquired (Treasury Equity) are recognised at cost and deducted from equity. No gain
or loss is recognised in Statement of Profit or Loss, on purchase, sale, issue or cancellation of the Company’s own equity
instruments. Any difference between carrying amount and consideration, if reissued, is recognised in equity.
The Company’s accounting policies and disclosures require measurement of fair values for the financial instruments. The
Company has an established control framework with respect to measurement of fair values. The management regularly
reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or
pricing services, is used to measure fair values, then the management assesses evidence obtained from third parties to
support the conclusion that such valuations meet the requirements of Ind AS, including level in the fair value hierarchy in
which such valuations should be classified.
When measuring the fair value of a financial asset or a financial liability, the Company uses observable market data as far as
possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation
techniques as follows.
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If inputs used to measure fair value of an asset or a liability fall into different levels of fair value hierarchy, then fair value
measurement is categorised in its entirety in the same level of fair value hierarchy as the lowest level input that is significant
to the entire measurement. The Company recognises transfers between levels of fair value hierarchy at the end of the
reporting period during which the change has occurred (Note 2.37.1) for information on detailed disclosures pertaining to
the measurement of fair values.
80
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity. Financial instruments also include derivative contracts such as foreign exchange forward
contracts.
Financial Assets
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value
through Statement of Profit and Loss, transaction costs that are attributable to the acquisition of the financial asset.
However, trade receivables that do not contain a significant financing component are measured at transaction price
Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset and
the cash flow characteristics of the asset. There are three measurement categories into which the Company classifies
its debt instruments:
A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:
a) Asset is held within a business model whose objective is to hold assets for collecting contractual cash flows.
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal
and interest (SPPI) on the principal amount outstanding. After initial measurement, such financial assets are
subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is
calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral
part of the EIR. EIR amortisation is included in finance income in the Statement of Profit and Loss. Losses arising
from impairment are recognised in the Statement of Profit and Loss. This category generally applies to trade and
other receivables.
Financial Assets measured at fair value through other comprehensive income (FVTOCI):
A ‘debt instrument’ is classified as at the FVTOCI if both of the following criteria are met:
a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial
assets.
b) The contractual cash flows of the assets represent SPPI: Debt instruments included within the FVTOCI category
are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the
other comprehensive income (OCI). However, the Company recognizes interest income, impairment losses &
reversals and foreign exchange gain or loss in the Statement of Profit and Loss. On derecognition of the asset,
cumulative gain or loss previously recognised in Other Comprehensive Income is reclassified from the equity
to Statement of Profit and Loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest
income using the EIR method.
Equity investments :
All equity investments in scope of Ind-AS 109, “Financial Instruments” are measured at fair value. Equity instruments
which are held for trading are classified as at FVTPL. For all other equity instruments, the Company decides to classify
the same either as at FVOCI or FVTPL. The Company makes such election on an instrument-by-instrument basis.
The classification is made on initial recognition which is irrevocable. If the company decides to classify an equity
instrument as at FVOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the
Other Comprehensive Income. There is no recycling of the amounts from Other Comprehensive Income to profit
81
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
and loss, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the
Statement of Profit and Loss.
(iii) Derecognition of Financial Assets
A financial asset is primarily derecognised when: a) Rights to receive cash flows from the asset have expired, or b)
The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement and either(a) the
Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred
nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
(iv) Impairment of Financial Assets
The Company assesses on a forward looking basis the Expected Credit Losses (ECL) associated with its assets carried
at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in
the credit risk. In case of significant increase in credit risk, life time ECL is used; otherwise twelve month ECL is used.
As a practical expedient, the Company uses a provision matrix to determine impairment loss allowance on portfolio
of its trade receivables, as permitted by Ind AS 109. Provision matrix is based on its historically observed default rates
over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date,
the historical observed default rates are updated and changes in the forward-looking estimates are analysed.
Financial Liabilities
(i) Initial recognition and measurement
All financial liabilities are recognised initially at fair value, in the case of loans, borrowings and payables, net of
directly attributable transaction costs. Financial liabilities include trade and other payables, loans and borrowings
including bank overdrafts and derivative financial instruments.
(ii) Subsequent measurement
The measurement of financial liabilities depends on their classification, as described herein: Financial
liabilities at fair value through Statement of Profit or Loss: Financial liabilities at fair value through Profit or Loss
include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value
through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of
repurchasing in the near term. This category also includes derivative financial instruments entered into by the
Company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109. Gains
or losses on liabilities held for trading are recognised in the Statement of Profit and Loss.
Financial Liabilities measured at Amortised Cost: After initial recognition, interest-bearing loans and borrowings
are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in Statement
of Profit and Loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised
cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Profit and Loss.
Derecognition of Financial Liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as
the derecognition of the original liability and the recognition of a new liability. The difference in the respective
carrying amounts is recognised in the Statement of Profit and Loss.
1.21 Use of Estimates
The preparation and presentation of Financial Statements requires estimates and assumptions to be made that affect the
reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the Financial Statements
and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and
estimates is recognised in the period in which the results are known/ materialised. Estimates and underlying assets are
reviewed on periodical basis. Revisions to accounting estimates are recognised prospectively.
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the
actual results. The management also needs to exercise judgment in applying the accounting policies. This note provides an
overview of the areas that involved a higher degree of judgment or complexity, and of items which are more likely to be
materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed
information about each of these estimates and judgments is included in relevant notes together with information about the
basis of calculation for each affected line item in the financial statements.
82
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
The Company has based its assumptions and estimates on parameters available when the financial statements were
prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes
or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when
they occur.
The areas involving critical estimates or judgments pertaining to useful life of property, plant and equipment including
intangible asset (Note 2.01 and Note 2.02), current tax expense and tax payable, recognition of deferred tax assets for
carried forward tax losses (Note 2.30), fair value of unlisted securities (Note 2.07), impairment of trade receivables and
other financial assets (Note 2.08, Note 2.04, Note 2.12 and Note 2.31), assets held for sale (Note 2.14), liabilities held
for sale (Note 2.14) and measurement of defined benefit obligation (Note 2.42). Estimates and judgments are continually
evaluated. They are based on historical experience and other factors, including expectations of future events that may have
a financial impact on the Company and that are believed to be reasonable under the circumstances.
(i) Useful life of Property, Plant and Equipment including intangible asset: Residual values, useful lives and methods of
depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if
appropriate.
(ii) Taxes: The Company provides for tax considering the applicable tax regulations and based on probable estimates.
Management periodically evaluates positions taken in the tax returns giving due considerations to tax laws and
establishes provisions in the event if required as a result of differing interpretation or due to retrospective amendments,
if any.
The recognition of deferred tax assets is based on availability of sufficient taxable profits in the Company against which
such assets can be utilized.
(iii) Fair value measurement and valuation process: The Company measured financial assets and liabilities, if any, at fair
value for financial reporting purposes.
(iv) Trade receivables and Other Financial Assets: The Company follows a ‘simplified approach’ (i.e. based on lifetime
Expected Credit Loss (“ECL”)) for recognition of impairment loss allowance on Trade receivables. For the purpose of
measuring lifetime ECL allowance for trade receivables, the Company estimates irrecoverable amounts based on the
ageing of the receivable balances and historical experience. Further, a large number of minor receivables are grouped
into homogeneous groups and assessed for impairment collectively. Individual trade receivables are written off when
management deems them not to be collectable.
(v) Defined benefit plans (gratuity benefits): The Company’s obligation on account of gratuity and compensated absences
is determined based on actuarial valuations. An actuarial valuation involves making various assumptions that may differ
from actual developments in the future. These include determination of the discount rate, future salary increases and
mortality rates. Due to the complexities involved in the valuation and its long-term nature, these liabilities are highly
sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
The parameter subject to frequent changes is the discount rate. In determining the appropriate discount rate, the
management considers the interest rates of government bonds in currencies consistent with the currencies of the
post-employment benefit obligation.
The mortality rate is based on publicly available mortality tables in India. Those mortality tables tend to change only
at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected
future inflation rates.
(vi) Non-financial assets are reviewed for impairment, whenever events or changes in circumstances indicate that the
carrying amount of such assets may not be recoverable. If any such indication exists, the recoverable amount of the
asset is estimated in order to determine the extent of the impairment loss, if any.
(vii) Determination of net realisable value for Assets held for Sale and related liabilities.
(viii) Provisions and contingent liabilities are reviewed at each balance sheet date and adjusted to reflect the current best
estimates.
(ix) The Company has provided liability against License & Spectrum Fee dues along with interest and penalty, for the
demands raised by DoT considering Non-Telecom income till FY 2014-15 and for the balance years, for which
demand have not been raised by DoT, the Company has computed estimated liability on Non-Telecom revenue from
FY 2015-16 onwards along with interest and penalty thereof.
83
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
Cash and cash equivalents in the Balance Sheet comprise of cash on hand, demand deposits with Banks, other short-term,
highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of
cash and which are subject to an insignificant risk of changes in value.
MCA notifies new standards or amendments to the existing standards under Companies (IND) Rules as issued from
time to time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing
standards applicable to the Company.
84
Note: 2.01 Property, Plant and Equipment (PPE) (Refer Note 2.31)
(` in crore)
Particulars Leasehold Freehold Buildings Plant and Office Furniture Vehicles Total Capital Work
Land Land Machinery Equipments and Fixtures in Progress
Gross carrying value
As at April 1, 2022 228 90 36 3,923 23 40 45 4,385 61
Additions - - - 2 - - - 2 1
Deduction/ adjustments - - - - - - - - (2)
As at March 31, 2023 228 90 36 3,925 23 40 45 4,387 60
Additions / Deletion - - - 4 - - - 4 -
Deduction/ adjustments - - - - - - - - (5)
As at March 31, 2024 228 90 36 3,929 23 40 45 4,391 55
Accumulated Depreciation
As at April 1, 2022 2 - 13 2,993 22 39 43 3,112
Depreciation for the year - - 1 114 - - - 115
Deduction/ adjustments - - - - - - - -
As at March 31, 2023 2 - 14 3,107 22 39 43 3,227
Depreciation for the year - - 1 111 - - - 112
Deduction/ adjustments - - - - - - - -
As at March 31, 2024 2 - 15 3,218 22 39 43 3,339
2.01.1 Capital Work-in-Progress includes ` 8 crore (Previous year ` 8 crore) on account of materials at site.
2.01.2 Transfer of title of certain Land and Buildings received from Reliance Industries Limited pursuant to the Scheme of Arrangement and from Reliance Communications
Infrastructure Limited (‘RCIL’)pursuant to scheme of demerger of the Network division are under process.
2.01.3 Refer Note 2.19 for Security in favour of the Lenders. Foreign Currency Loans of ` 1,623 crore availed by Reliance Infratel Limited (‘RITL’) (ceased w.e.f. December
22, 2022) and Foreign Currency Loans of ` 1,341 crore availed by Reliance Telecom Limited (‘RTL’) are secured by first pari passu charge on movable PPE of the
Borrower Group. Apart from this, Rupee Loan of ` 918 crore availed by RITL (ceased w.e.f December 22, 2022) have been secured by second pari passu charge
and Rupee loan of ` 611 crore availed by RTL have been secured by first pari passu charge on movable Fixed Assets of the Borrower Group. Further non fund
based outstanding of ` 1,361 crore availed by the Company, ` 246 crore availed by RTL and ` 4 crore by RCIL have been secured by second pari passu charge
on movable Fixed Assets of the Borrower Group.
2.01.4 On finalisation and implementation of debt resolution process through Hon’ble NCLT, the Company will carry out a comprehensive impairment review of its
tangible assets.
2.01.5 Plant and Machinery includes Gross Carring Value of ` 23 crore (Previous year ` 23 crore) and Net Carrying Value of ` 16 crore (Previous year ` 17 crore) as at
March 31, 2024, pertaining to assets taken on lease
2.01.6 Above notes to be read with Note 2.14 “Assets Held for Sale”
2.01.7 There is no Revaluation of Property, Plant and Equipments during the current and previous year
85
Reliance Communications Limited
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
Accumulated Amortisation
As at April 01, 2022 23 249 - 169 441
Amortisation for the year - 1 - - 1
Deduction/ adjustments - - - -
As at March 31, 2023 23 250 - 169 442
Amortisation for the year - - - - -
Deduction/ adjustments - - - -
As at March 31, 2024 23 250 - 169 442
86
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
(` in crore)
As at As at
March 31, 2024 March 31, 2023
Note: 2.03
Investments (valued at cost unless stated otherwise) (Refer Note 2.31 & 2.49)
In Equity Shares of Wholly Owned Subsidiary Companies
Unquoted, fully paid up
87
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
(` in crore)
As at As at
March 31, 2024 March 31, 2023
12,00,000 Reliance Globalcom Limited, Bermuda Class A Common 233 233
(12,00,000) Shares of USD 0.01 each
Provision for Diminution in the value Investment (233) (233)
- -
13,000 Mumbai Metro Transport Private Limited of ` 10 each - -
(13,000) ` 1,30,000 (Previous year ` 1,30,000)
400 Nationwide Communication Private Limited of ` 10 each - -
(400) ` 4,000 (Previous year ` 4,000)
14,516 Reliance Globalcom BV of Euro 100 each 6,515 -
- Provision for Diminution in the value Investment* (6,515) -
6,811 7,450
Aggregate Book value of Investments
Unquoted 6,811 7,450
Quoted - -
Aggregate value of impairment 19,243 18,604
* During Current year, provision for diminution in investment of Reliance Globalcom B.V.(RGBV) ` 639 crore is provided. Refer note 2.39.1
(` in crore)
As at As at
March 31, 2024 March 31, 2023
Note: 2.04
Other Financial Assets
(Unsecured, Considered good/ unless stated otherwise)
Bank Deposits with Maturity for more than 12 months 2 2
2 2
Note: 2.05
Other Non Current Assets (Refer Note 2.31)
Deposits 352 352
Other Non Current Assets 347 347
699 699
Note: 2.06
Inventories (valued at lower of cost or net realisable value)
Stores and Spares 2 2
2 2
Note: 2.07
Investments (Current Financial Assets) (valued at amortised cost unless
otherwise stated) (Refer Note 2.31 & 2.49)
In Preference Shares of Wholly Owned Subsidiary Companies
Unquoted, fully paid up
20,000 8 % Redeemable, Cumulative Preference Shares of Reliance - -
(20,000) Communications Infrastructure Limited of ` 10 each
` 2,00,000 (Previous year ` 2,00,000) ##
88
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
(` in crore)
As at As at
March 31, 2024 March 31, 2023
* This investment has been considered as monetary item as per Ind AS 21 “The Effects of Changes in Foreign Exchange Rates”.
** During the earlier year, impaired as per Ind AS 109, “Financial Instruments” (Refer note 2.39.1)
*** At fair value through profit and loss
##
Investment in Preference Shares of RCIL was due for Redemption on July 29, 2022. Since both RCIL and the Company are
under IBC, the same could not be redeemed on the due date. Also, refer note 2.31.
###
Investment in Preference Shares of RTL was due for Redemption on March 02, 2023. Since both RTL and the Company are
under IBC, the same could not be redeemed on the due date. Also, refer note 2.31.
89
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
(` in crore)
As at As at
March 31, 2024 March 31, 2023
Note: 2.08
Trade Receivables (Unsecured) (Refer Note 2.31 & 2.49)
Considered good 100 82
Which have significant increase in credit risk - -
Credit Impaired 3,070 3,070
3,170 3,152
Less: Provision for allowance of credit impaired 3,070 100 3,070 82
100 82
Sr. Particulars Outstanding for the following periods from due date of payment Total
Less Than 6 month 1-2 years 2-3 Years More than
6 months to 1 years 3 years
As at March 31, 2024
(i) Undisputed Trade receivables considered 53 39 - - - 92
good
(ii) Undisputed Trade receivables which have - - - - - -
significant increase in credit risk
(iii) Undisputed Trade receivables - Credit - - 1 1 1 3
Impaired
(iv) Disputed Trade receivables considered good 5 3 - - - 8
(v) Disputed Trade receivables which have - - - - - -
significant increase in credit risk
(vi) Disputed Trade receivables - Credit - - 3 27 3,037 3,067
Impaired
Total - A 58 42 4 28 3,038 3,170
90
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
(` in crore)
As at As at
March 31, 2024 March 31, 2023
Note: 2.09
Cash and Cash equivalents
Cheques on Hand (Previous Year `28,56,158) 1 -
Balances with Banks 18 40
Bank Deposits with less than 3 months' maturity 166 134
185 174
Note: 2.10
Bank Balances other than Cash and Cash Equivalents referred in Note 2.09 above
Bank Deposits with less than 12 months' maturity 43 39
Earmarked Balance- Unpaid Dividend ` 11,04,469 (Previous year ` 11,04,469) * - -
43 39
* Transferred ` Nil (Previous year ` Nil) to Investor Education and Protection Fund (IEPF)
Note: 2.11
Loans (Current Financial Assets)
(Considered good unless otherwise stated) (Refer Note 2.44 and 2.49)
Loans to Related Parties - Secured 27 27
Loans to Related Parties - Un Secured 6,048 6,399
Loans to Others - Un Secured 185 185
Loans to Others - Credit impaired 351 -
Less: Provision for Credit impaired (351) -
6,260 6,611
Note: 2.12
Other Financial Asset (Considered good unless otherwise stated)
(Refer Note 2.49)
Interest Accrued on Loans and Investments 23 28
Unbilled Revenue 6 13
Others 101 103
130 144
Note: 2.13
Other Current Assets (Unsecured, Considered good unless otherwise stated)
Refer Note 2.31 and 2.49)
Advances to Related Parties 13 12
Deposits * 1,636 1,637
Others **
Considered good 2,418 2,417
Credit impaired 74 74
2,492 2,491
Less: Provision for Credit impaired 74 2,418 74 2,417
4,067 4,066
*Deposits include ` 1,565 crore (Previous Year `1,565 crore) paid against disputed claims.
** Includes prepaid expenses, service tax, Goods and Service Tax (GST),service tax credits, advances to vendor and other receivables.
91
Note: 2.14
92
(a) Assets held for Sale
Consequent to discontinuance of wireless business, the following assets have been classified as the assets held for sale at the value ascertained as at the end of
March 31,2018 and recorded at lower of carrying amount and fair value less selling cost. Also Refer Note 2.01.3 for Security in favour of Lenders. On finalisation and
implementation of debt resolution process through Hon’ble NCLT, the Company will carry out a comprehensive impairment review of its tangible, intangible assets
and Assets held for Sale.
(` in crore)
Particulars Net Block Provision for Impairment Write Off Deduction Asset Held for Sale
Reclassified from PPE
For the year ended As at Less: As at Provision Additional Total Write For the year ended As at March 31,
March 31, March Write off March for the Write off Write off of for March 31,
31, during 31, year as per during the year
the year ended statement the year ended
March of Profit March
31, and Loss 31,
2024 2023 2023 2024 2023 2024 2023 2024 2023 2024 2023
1 2 3 4 5=(3-4) 6 7 8=4+7 9 10 11 12= 13
(13+1-8-10)
Tangible
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
(` in crore)
As at As at
March 31, 2024 March 31, 2023
Note: 2.15
Share Capital
Authorised
10,00,00,00,000 Equity Shares of ` 5 each 5,000 5,000
(10,00,00,00,000)
5,000 5,000
Issued, Subscribed and Paid Up
276,55,33,050 Equity Shares of ` 5 each fully paid up 1,383 1,383
(2,76,55,33,050)
1,383 1,383
93
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
5) Reconciliation of shares outstanding at the beginning and at the end of the reporting period
March 31, 2024 March 31, 2023
Number (` in Crore) Number (` in Crore)
Equity shares
At the beginning of the Year 276 55 33 050 1 383 276 55 33 050 1 383
Add : Changes during the year - - - -
At the end of the Year 276 55 33 050 1 383 276 55 33 050 1 383
(` in crore)
As at As at
March 31, 2024 March 31, 2023
Note: 2.16
Other Equity
Capital Reserve 1,397 1,397
Debenture Redemption Reserve
(i) Opening Balance 590 590
(ii) Transfer from/ (to) General Reserve - 590 - 590
(62,463) (55,394)
Capital Reserve
Capital Reserve includes Equity Share Capital of the Company, which was cancelled pursuant to the Scheme of Demerger of
Undertaking from Reliance Industries Limited. During the earlier year, Capital Reserve is created under scheme of demerger (Refer
Note 2.33.2).
94
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
Debenture Redemption Reserve is created out of profits of the respective year as required under the Act then applicable, which shall
be utilised for the purpose of redemption of Debentures issued by the Company.
Securities Premium
Securities Premium represents the premium charged to the shareholders at the time of issuance of shares. It also includes ` 8,047
crore created pursuant to the Scheme of Amalgamation/ Arrangements of the earlier years. Securities Premium can be utilised based
on the relevant requirements of the Act.
General Reserve I
General Reserve I of ` 5,538 crore (Previous year ` 5,538 crore) represents the unadjusted balance being the excess of assets over
liabilities relatable to the Telecommunications Undertaking transferred and vested into the Company.
General Reserve III comprises of ` 4,159 crore transferred to General Reserve from Statement of Profit and Loss.
Treasury Equity
Treasury Equity represents 2,12,79,000 nos. of Equity Shares held by the ESOS Trust.
(` in crore)
As at As at
March 31, 2024 March 31, 2023
Note: 2.17
Other Non Current Liabilities
Income Received in Advance 106 114
106 114
Note: 2.18
Provisions
Employee Benefits (Refer note 2.42) 2 2
2 2
Note: 2.19
Borrowings - Current
Secured
6.5% Senior Secured Notes 1,955 1,955
Foreign Currency Loans 11,191 11,191
Rupee Loans from Banks 3,978 3,978
Rupee Loans from Others 646 646
Unsecured
Rupee Loans from Banks 2,307 2,307
Rupee Loans from Others 8,264 8,264
(A) 28,341 28,341
95
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
(` in crore)
As at As at
March 31, 2024 March 31, 2023
Rupee Loans from Others 1,182 1,182
(B) 11,593 11,593
(A+B) 39,934 39,934
2.19.1 Debentures, Senior Secured Notes and Term Loans
The Company, on March 2, 2009, allotted, 3,000, 11.20% Secured Redeemable, Non Convertible Debentures (“NCDs”) of the face
value of ` 1,00,00,000 each, aggregating to ` 3,000 crore to be redeemed at the end of 10th year from the date of allotment thereof
i.e. March 1, 2019 and the same remains outstanding as at March 31, 2024. The Company on February 7, 2012, also allotted, 1,500,
11.25% Secured Redeemable Non Convertible Debentures (“NCDs”) of the face value of ` 1,00,00,000 each aggregating to ` 1,500
crore redeemable in four annual equal installments starting at the end of 4th year from the date of allotment thereof, the outstanding
against said NCDs is ` 750 crore as on March 31, 2024. The Company had, on May 6, 2015, issued Senior Secured Notes (SCNs) of USD
300 million, face value of USD 100 per bond, bearing 6.5% p.a. interest, with a maturity of 5 1/2 years.
The Company had been sanctioned Rupee Loans of ` 6,015 crore (outstanding as on March 31, 2024 was ` 5,463 crore)
(Term Loan Facility) under consortium banking arrangement on the terms and conditions as set out in common loan agreement.
Outstanding NCDs along with SCNs, Foreign Currency Loans and Rupee Loans of ` 25,424 crore (“the said Secured Loans”) have
been secured by first pari passu charge on the whole of the movable plant and machinery including capital work in progress (pertaining
to the movable fixed assets), both present and future including all the rights, title, interests, benefits, claims and demands in respect of
all insurance contracts relating thereto of the Borrower Group*; comprising of the Company and its subsidiary companies namely; RTL,
RITL ( ceased to be a subsidiary w.e.f December 22, 2022 upon implementation of the approved resolution plan, Refer Note 2.39
(a)) and RCIL, (“the Borrower Group*”), in favour of the Security Trustee for the benefit of the NCD/ SCN Holders and the lenders of
the said Secured Loans. The said loans also include ` 3,583 crore which are guaranteed by a Director. Apart from above Rupee Loan
also includes ` 398 crore which is secured by first pari passu charge on Spectrum, acquired during the earlier year under the scheme
of demerger, (Refer Note 2.33.2) is pending to be executed. Outstanding Rupee Loan of ` 487 crore availed by the Company and
` 485 crore availed by RITL are secured by second pari passu charge on the movable plant and machinery and capital work in progress
of the Borrower Group* and is guranteed by a director of the Company. During the previous year, the said loan was guaranteed by
tower receivables, pledge of equity shares of Globalcom IDC Limited (‘GIDC’), ceased to be a subsidiary w.e.f December 12, 2022,
held by RWSL (Refer Note 2.32). Further, Outstanding Rupee Loans of ` 1,872 crore is secured by second charge over movable
Fixed Assets of the Borrower Group*, out of which, charge is pending to be created for ` 1,072 crore. The Company, for the benefit
of the Lenders of SCNs of ` 1,955 crore, Foreign Currency Loans of ` 11,191 crore, 11.25% NCDs aggregating to ` 750 crore and
Rupee Loans of ` 7,403 crore has, apart from the above, also assigned 20 Telecom Licenses for services under Unified Access Services
(UAS), National Long Distance (NLD) and International Long Distance (ILD) (collectively referred as “Telecom Licenses”) by execution
of the Tripartite Agreements with DoT and the Security Trustee acting on behalf of the Lenders. Further, assignment of the Telecom
Licences of the Company for rupee loans from banks of ` 1,000 crore and from others of ` 740 crore is pending to be executed.
The Company has, for the benefit of the Lenders of SCNs, Foreign Currency Loans and Rupee Loans aggregating to ` 19,102 crore,
apart from the above security, pledged equity shares of RCIL held by the Company and of RTL held by the Company and Reliance
Reality Limited (‘RRL’) by execution of the Share Pledge Agreement with the Share Pledge Security Trustee. Outstanding Rupee
Loans of ` 5,463 crore is also secured by current assets, movable assets including intangible, both present and future of the Borrower
Group*. During the previous year, the said loan was also secured by pledge of equity shares of RITL held by RCIL and during the year,
the equity shares of RITL have been cancelled consequent to implementation of resolution plan of RITL on December 22, 2022
(Refer Note 2.39 (a)). During the earlier year, charge over the three immovable assets of the Borrower Group* was created. However
charge over balance immovable assets of the Borrower Group* and RGBV security for Rupee Loans of ` 5,463 crore is pending to be
executed. Further, outstanding Foreign Curreny Loan of ` 1,623 crore availed by RITL and ` 1,341 crore availed by RTL is guaranteed
by the Company.
During the earlier year, lenders have invoked guarantees provided by borrower group for outstanding rupee loan of ` 5,950 crore
availed by the Company, ` 611 crore availed by RTL and ` 485 crore availed by RITL
During the earlier year, the Company created first ranking exclusive charge (pari passu inter se the Lenders) over Designated Account
with future rights, title and interest therein, including all of its rights in respect of any amount standing to the credit of the Designated
Account and the debt represented by it, in favour of State Bank of India, the Convenor (for the benefit of the Lenders) as continuing
security.
During the earlier year, the Company was, in the process of finalising and implementing its asset monetization and debt resolution
plan, comprising the Company‘s restructuring of Debt including allotment of shares against debt from lenders.
Foreign Currency Loans have been stated at the exchange rate of March 31, 2018.
The Company has not taken any loan during the year.
* RITL has ceased to be a subsidiary of the Company w.e.f. December 22,2022 upon implementation of the approved resolution
plan.
96
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
2.19.2 Delay/Default in repayment of Borrowing (Current and Non Current) and Interest
The Company has delayed/defaulted in the payment of dues to the financial institutions, banks, debenture holders and Others
Sr. Name of Lender Amount represents rupees in crore and period represents maximum days
No. Borrowings Interest Borrowings Interest
Delay in Default As on Delay in Default As on
repayment As at March 31, 2024 repayment As at March 31, 2023
during the year March 31, 2024 during the year March 31, 2023
ended ended
March 31, 2024 March 31, 2023
Amount Period Amount Period Amount Period Amount Period Amount Period Amount Period
I Loan from Banks/ Financial Institutions
Burlington Loan Management - - 163 2303 - - - - 163 1937 - -
DAC
Shubh Holdings Pte Ltd. - - 2,460 2590 - - - - 2,460 2224 - -
Bank of Baroda - - 1,837 2581 11 2,560 - - 1,837 2215 11 2,194
Bank of India - - 644 2558 9 2,560 - - 644 2192 9 2,194
Bank of Maharashtra - - 473 2510 - - - - 473 2144 - -
Canara Bank - - 622 2467 - - - - 622 2101 - -
Central Bank of India - - 258 2558 3 2,560 - - 258 2192 3 2,194
Corporation Bank (merged with - - 583 2580 8 2,560 - - 583 2214 8 2,194
Union Bank of India)
Dena Bank (merged with Bank - - 250 2245 - - - - 250 1879 - -
of Baroda)
Deutsche Bank* - - 530 2303 1 2,478 - - 530 1937 1 2,112
China Development Bank*2 - - 2,236 2590 128 2,592 - - 2,236 2224 128 2,226
Industrial and Commercial Bank - - 1,194 2590 33 2,592 - - 1,194 2224 33 2,226
of China*
Export Import Bank of China* - - 2,433 2590 47 2,592 - - 2,433 2224 47 2,226
IDBI Bank - - 721 2562 9 2,560 - - 721 2196 9 2,194
Indian Overseas Bank - - 120 2558 1 2,560 - - 120 2192 1 2,194
RCOM Bond - - 1,955 1242 - - - - 1,955 876 - -
Oriental Bank of Commerce - - 189 2558 2 2,560 - - 189 2192 2 2,194
(merged with Punjab National
bank)
Punjab National Bank - - 623 2559 - - - - 623 2193 - -
Standard Chartered Bank3 - - - - - - - - 1,072 2181 - -
State Bank of India - - 2,228 2558 21 2,560 - - 2,228 2192 21 2,194
Syndicate Bank (merged with - - 705 2581 5 2,560 - - 705 2215 5 2,194
Canara bank)
SC Lowy Financials (HK) Ltd 1 - - 2,175 2225 - - - - 2,175 1859 - -
UCO Bank - - 681 2558 9 2,560 - - 681 2192 9 2,194
Union Bank of India - - 742 2558 3 2,560 - - 742 2192 3 2,194
United Bank of India (merged - - 424 2558 2 2,560 - - 424 2192 2 2,194
with Punjab National Bank)
Vijaya Bank (merged with Bank - - 16 2147 - - - - 16 1781 - -
of Baroda)
II Debenture
Life Insurance Corporation of - - 3,750 2245 - - - - 3,750 1879 - -
India
III Other Loans
Industrial Finance Corporation of - - 200 2574 4 2,576 - - 200 2208 4 2,210
India Limited
India Infrastructure Finance - - 248 2375 4 2,591 - - 248 2009 4 2,225
Corporation Limited
Asset Care and Reconstruction - - 492 2569 - - - - 492 2203 - -
Enterprises Limited (ACRE)
ACRE - - 1,072 2,547 - - - - - - - -
Deep Industrial Finance Limited - - 260 1582 - - - - 260 1216 - -
Pearl Housing Finance Limited - - 260 1582 - - - - 260 1216 - -
Shriyam Auto Fin Ltd - - 260 1582 - - - - 260 1216 - -
97
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
Sr. Name of Lender Amount represents rupees in crore and period represents maximum days
No. Borrowings Interest Borrowings Interest
Delay in Default As on Delay in Default As on
repayment As at March 31, 2024 repayment As at March 31, 2023
during the year March 31, 2024 during the year March 31, 2023
ended ended
March 31, 2024 March 31, 2023
Amount Period Amount Period Amount Period Amount Period Amount Period Amount Period
Traitrya Construction Finance - - 260 1582 - - - - 260 1216 - -
Limited
Vishvakarma equipment finance - - 142 1582 - - - - 142 1216 - -
Limited
Neptune Steel Strips Limited - - 68 1553 - - - - 68 1187 - -
Reliance Capital Limited - - 1,000 1827 3 1,828 - - 1,000 1461 3 1,462
Other Lenders - - 7,660 various 68 various - - 7,660 various 68 various
dates dates dates dates
IV Total - 39,934 371 - 39,934 371
* facility recalled
1. Downsale of Shubh Holdings Pte Ltd ` 2,562 crore to SC Lowy Financial (HK) Ltd ` 2175 crore and Deutsche Bank AG London ` 387 crore
2. Downsale of China Development of ` 13 crore to Deutsche Bank AG London.
3. Assignment by Standard Chartered Bank of ` 1,072 Crore to ACRE 144 Trust
2.19.3 Since the Company is under CIRP and claims have been filed by lenders, the overall obligations and liabilities including
obligation for interest on loans shall be determined during the CIR Process. The total loan amount has been disclosed in
delay/ default during the current year. However, corresponding amounts of the previous year’s delay/ default are based on
original terms of facility and from the date of recall, where loans have been recalled.
2.19.4 Apart from above outstanding of Interest, the Company has not provided Interest Expenses of ` 4,749 crore,
` 4,456 crore, ` 4,491 crore, ` 3,916 crore, ` 4,212 crore,` 3,907 crore and ` 3,055 crore for the year ended March
31, 2024, March 31, 2023, March 31, 2022, March 31, 2021, March 31, 2020, March 31, 2019 and March 31,2018
respectively which includes interest on NCDs from LIC of ` 421 crore, ` 421 crore, ` 420 crore, ` 420 crore,` 420 crore,
` 420 crore and ` 418 crore for the year ended March 31, 2024, March 31,2023, March 31,2022, March 31, 2021,
March 31, 2020, March 31, 2019 and March 31, 2018 respectively. Therefore it has not been disclosed.
2.19.5 The Company had been sanctioned working capital limits from banks in earlier years on the basis of security of current
assets. As there was no requirement to file quarterly returns, the Company has not filed the same with such banks.
(` in crore)
Note: 2.20
As at As at
March 31, 2024 March 31, 2023
Trade Payables
(Refer Note 2.31, 2.43 & 2.49)
Dues to Micro and Small Enterprises 33 27
Due to Creditors other than Micro and Small Enterprises 3,058 3,013
3,091 3,040
Trade payable ageing schedule
(` in crore)
Particulars Outstanding for following periods from due date of payment Total
Less than 1-2 year 2-3 year More than
1 year 3 Years
As at March 31, 2024
(i) MSME 6 3 - 24 33
(ii) Other than (i) above 276 29 15 2,738 3,058
(iii) Disputed dues - MSME - - - - -
(iv) Disputed dues - other than (iii) above - - - - -
Total 282 32 15 2,762 3,091
98
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
(` in crore)
Particulars Outstanding for following periods from due date of payment Total
Less than 1-2 year 2-3 year More than
1 year 3 Years
As at March 31, 2023
(i) MSME 3 0.25 - 24 27
(ii) Other than (i) above 242 26 17 2,728 3,013
(iii) Disputed dues - MSME - - - - -
(iv) Disputed dues - other than (iii) above - - - - -
Total 245 26 17 2,752 3,040
(` in crore)
Note: 2.21
As at As at
March 31, 2024 March 31, 2023
Other Financial Liabilities - Current (Refer Note 2.49)
Interest accrued and due on borrowings 371 371
Unclaimed Dividend ` 11,04,469 (Previous Year ` 11,04,469) - -
Capital Creditors* 210 208
Provisions for Expenses 48,457 43,075
Other Liabilities ** 379 49,417 379 44,033
49,417 44,033
* Includes ` 1 crore (Previous year ` 1 crore) towards Micro and Small Enterprises. ( Refer Note 2.43)
Note: 2.22
Other Current Liabilities (Refer Note 2.49)
Income Received in advance 7 7
Statutory Dues (Refer Note 2.31) 64 63
Other Current Liabilities 127 125
198 195
Note: 2.23
Provisions
Provision for Employee benefits
Employee Benefits (Refer Note 2.42) 1 1
Others
Disputed and Other Claims (Refer Note 2.35) 1,215 1,215
1,216 1,216
99
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
(` in crore)
For the Year ended For the Year ended
March 31, 2024 March 31, 2023
Note: 2.24
Revenue From Operations (Refer Note 2.49)
Sale of Services 290 332
290 332
Revenue for the year from sale of services as disclosed above pertains to revenue from contracts with customers over a period of
time. The Company has not given any volume discounts, service level credits, etc during the year. There is no disaggregation of
Revenue as it pertains to service revenue of India Operations.
The Company has applied the practical expedient in Ind AS 115. Accordingly, the Company has not disclosed the aggregate
transaction price allocated to pending performance obligations which are subject to variability due to several factors such as
terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates,
tax laws etc). No consideration from contracts with customers is excluded from the amount mentioned above.
The Company classifies the right to consideration in exchange for deliverables as either a receivable or as unbilled revenue if
revenues is accrued. Receivable and unbilled revenue are a right to consideration that is unconditional upon passage of time.
Receivable is presented net of impairment in the Balance Sheet. Unbilled revenue as at April 1, 2023, was ` 13 crore and it was
billed during the year. Unbilled Revenue as at March 31, 2024 is ` 6 crore.
Invoicing in excess of earnings are classified as unearned revenue. Unearned Revenue as at April 1, 2023 was ` 122 crore and out
of which ` 16 crore was recorded as revenue during the year. Unearned Revenue as at March 31, 2024 is ` 113 crore and out
of which ` 16 crore shall be accounted as revenue within one year, ` 27 crore between next two to five years and balance ` 70
crore after five years respectively .
Note: 2.25
Other Income
Rent (Refer Note 2.49) 4 4
Interest Income 3 3
Scrap sales 1 1
8 8
Note: 2.26
Access Charges, License Fees and Network Expenses (Refer Note 2.49)
Access Charges 13 29
License Fees 36 41
Infrastructure Charges 1 1
Bandwidth Charges 33 24
Network Repairs and Maintenance 44 39
Stores and Spares Consumed 1 -
Power, Fuel and Utilities 19 5
Rent 5 -
Other Network Operating Expenses 13 12
165 151
100
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
(` in crore)
For the year ended For the year ended
March 31, 2024 March 31, 2023
Note: 2.27
Employee Benefits Expenses (Refer Note 2.42 and 2.49)
Salaries (including managerial remuneration) 30 39
Contribution to Provident, Gratuity and Superannuation Fund 2 2
Employee Welfare and Other Amenities 3 4
35 45
Note: 2.28
Sales and General Administration Expenses (Refer Note 2.40 and 2.49 )
Selling, Marketing and Distribution Expenses - (1)
Insurance Expenses 6 9
Rent, Rates and Taxes - 3
Other Repairs 2 1
Travelling Expenses 1 1
Professional Fees 10 10
Foreign Exchange Loss/(Gain) (net) 28 93
Hire Charges 22 19
Data Warehousing Charges 24 24
Annual Maintenance Charges 3 -
CIRP Cost 11 11
Other General and Administrative Expenses 44 151 37 208
Payment to Auditors
(a) Statutory Audit Fees 1 1
(b) Certification Fees (` 30,00,000) (previous year ` 30,00,000) - -
1 1
152 208
The figures of the previous year have been regrouped and reclassified, wherever required. Amount in financial statements are presented
in Rupees in crore, except as otherwise stated.
101
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
The Company has unabsorbed business losses/depreciation and long term capital losses which according to the management will
be used to setoff taxable profit arising, in next few years from, operation and/or sale of asset of the Company. However, Deferred
Tax Assets have been restricted to ` Nil ( Previous Year ` Nil ) due to non existence of reasonable certainty. Year wise expiry of
total Losses are as under:-
(c) Amounts recognised in other comprehensive income ` Nil (Previous year ` Nil) - -
102
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
(` in Crore)
For the Year ended March For the Year ended
31, 2024 March 31, 2023
(d) Reconciliation of Tax Expenses
Profit/ (Loss) before Tax (7,068) (10,561)
Applicable Tax Rate 34.944% 34.944%
Computed Tax Expenses (i) (2,470) (3,690)
Add/ (Less):
- Tax charge to/ credit on account of depreciation allowances 39 41
-
Tax on Provision for diminution in the value of Investment 2,214 1,973
and Liability on account of License & Spectrum fee / Tax rate
difference on Fair value of Investments
- Deferred tax on carried forward loss 217 1,677
Sub total (ii) 2,470 3,690
Income Tax Expenses charge/ (credit) to Statement of Profit and Loss (i+ii) - -
There is no taxable income during the year and the Company has not recognised Deferred Tax Assets (DTA) in absence of
reasonable certainty.
Note: 2.31
Going Concern
Pursuant to an application filed by Ericsson India Pvt. Ltd before the National Company Law Tribunal, Mumbai Bench (“NCLT”) in
terms of Section 9 of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed there under (“Code”),
the NCLT had admitted the application and ordered the commencement of corporate insolvency resolution process (“CIRP”) of
Reliance Communications Limited (“Corporate Debtor”, “the Company” or “RCOM”) vide its order dated May 15, 2018. The NCLT had
appointed Mr. Pardeep Kumar Sethi as the interim resolution professional (“IRP”) for the Corporate Debtor vide its order dated May
18, 2018. The Hon’ble National Company Law Appellate Tribunal (“NCLAT”) by an order dated May 30, 2018 had stayed the order
passed by the Hon’ble NCLT for initiating the CIRP of the Corporate Debtor and allowed the management of the Corporate Debtor
to function. In accordance with the order of the Hon’ble NCLAT, Mr. Pardeep Kumar Sethi handed over the control and management
of the Corporate Debtor back to the erstwhile management of the Corporate Debtor on May 30, 2018. Subsequently, by order
dated April 30, 2019, the Hon’ble NCLAT allowed stay on CIRP to be vacated. On the basis of the orders of the Hon’ble NCLAT,
Mr. Pardeep Kumar Sethi, wrote to the management of the Corporate Debtor on May 02, 2019 requesting the charge, operations
and management of the Corporate Debtor to be handed over back to IRP. Therefore, Mr. Pardeep Kumar Sethi had in his capacity
as IRP taken control and custody of the management and operations of the Corporate Debtor from May 02, 2019. Subsequently,
the committee of creditors (“CoC”) of the Corporate Debtor pursuant to its meeting held on May 30, 2019 resolved, with requisite
voting share, to replace the existing interim resolution professional, i.e. Mr. Pardeep Kumar Sethi with Mr. Anish Niranjan Nanavaty as
the resolution professional for the Corporate Debtor in accordance with Section 22(2) of the Code. Subsequently, upon application
by the CoC in terms of Section 22(3) of the Code, the NCLT appointed Mr. Anish Niranjan Nanavaty as the resolution professional
for the Corporate Debtor (“RP”) vide its order dated June 21, 2019, which was published on June 28, 2019 on the website of the
NCLT. Accordingly, the IRP handed over the matters pertaining to the affairs of the Corporate Debtor to the RP as on June 28, 2019
who assumed the powers of the board of directors of the Corporate Debtor and the responsibility of conducting the CIRP of the
Corporate Debtor.
Further, pursuant to the meeting of the CoC of the Corporate Debtor dated March 2, 2020, a resolution plan, submitted by a
resolution applicant in respect of the Corporate Debtor, has been approved by the CoC. The application under Section 31 of the Code
filed by the RP for approval of resolution plan was heard on October 5, 2023, where the NCLT indicated that since the issues inter alia
pertaining to spectrum has remained pending before the Supreme Court of India for a while now, it would adjourn the plan approval
IA sine die with liberty to the applicant/ RP to mention the same.
An application (IA No. 383 of 2023) has been filed by a resolution applicant before NCLT for substitution of resolution applicant
in the resolution plan submitted in respect of RCOM. On September 7, 2023, the matter was heard at length by the NCLT, and
application has been allowed vide order dated December 12, 2023. A similar application (IA No. 749 of 2023) has been filed in
Reliance Telecom Limited (RTL) as well, wherein NCLT had directed the resolution professional of RTL to place on record necessary
declaration(s) in relation to compliance with the provisions of Section 29A, after getting the confirmation of CoC of RTL in relation
thereto. The RP is in the process of filing an affidavit.
103
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
During the quarter ended June 30, 2019, the CIRP in respect of the Corporate Debtor and its subsidiaries; Reliance Telecom Limited
(RTL) and Reliance Infratel Limited (RITL ceased to be a subsidiary w.e.f December 22, 2022) was re-commenced, and interim
resolution professionals had been appointed in respect of the aforesaid companies. Subsequently, appointment of Mr.Anish Niranjan
Nanavaty as the Resolution Professional (RP) of the Corporate Debtor and its subsidiaries was confirmed by the NCLT vide its order
dated June 21, 2019 which was published on June 28, 2019 on the NCLT’s website.
Further, during the year ended March 31, 2020, Reliance Communications Infrastructure Limited (RCIL), a wholly owned subsidiary
of the Corporate Debtor, had also been admitted by NCLT for resolution process under the Code and Mr. Anish Niranjan Nanavaty was
appointed as the Resolution Professional of RCIL vide its order dated September 25, 2019. In the meeting held on August 05, 2021,
the CoC with requisite majority approved the resolution plan submitted by Reliance Projects & Property Management Services Limited
in respect of RCIL, and in accordance with the Sec 30(6) of the Insolvency and Bankruptcy Code, 2016, on August 31, 2021, the
plan was submitted to Hon’ble NCLT for its due consideration and approval.
The plan approval application was heard on October 17, 2023 and has been allowed by the Hon’ble NCLT Mumbai vide its order
dated December 19, 2023, thereby approving the resolution plan submitted in respect of RCIL under Section 31 of the Code.
The resolution plan of RCIL is currently under implementation and RCIL is under the management of the monitoring committee
constituted in terms of the provisions of its resolution plan.
Pursuant to strategic transformation programme, as a part of asset monetization and resolution plan of the Corporate Debtor,
the Corporate Debtor and its subsidiary companies; RTL and RITL (ceased to be a subsidiary w.e.f. December 22, 2022), with
the permission of and on the basis of suggestions of the lenders, had entered into definitive binding agreements with Reliance Jio
Infocomm Limited (RJio) for monetization of certain specified assets on December 28, 2017 for sale of Wireless Spectrum, Towers,
Fibre and Media Convergence Nodes (MCNs). During an earlier year, the said asset sale agreements were terminated by mutual
consent on account of various factors and developments including inter alia non receipt of consents from lenders and permission/
approvals from Department of Telecommunication (DoT).
On completion of the corporate insolvency resolution process, the Corporate Debtor will carry out a comprehensive review of all the
assets including investments, balances lying in Goods and Service Tax, liabilities and accordingly provide for impairment of assets and
write back of liabilities, if any.
The Corporate Debtor had filed applications with the DoT for migration of various telecom licenses [Universal Access Service License
(UASL), National Long Distance (NLD) and International Long Distance (ILD) licenses] to the Unified License regime (UL) on October
25, 2020 (17 of which were supposed to expire on July 19, 2021). On June 15, 2021, the DoT has issued a letter to the Corporate
Debtor requiring payments of various categories of certain amounts such as 10% of the AGR dues, deferred spectrum installments
falling due within the CIRP period, etc. against the telecom licenses, stating such dues to be in the nature of “current dues” and
prescribing such payment as a pre-condition to the consideration/processing of the migration applications (“DoT Letter”). On June
25, 2021, the Corporate Debtor has issued a letter to DoT clarifying that the various categories of dues stipulated by the DoT are not
in the nature of the “current dues” and are to be resolved within the framework of the Code (being dues that pertain to the period
prior to May 7, 2019) and/ or are not payable at present, and requesting that making payments against the said dues should not be
mandated as a pre-condition for further processing of the migration applications filed by the Corporate Debtor.
In light of the urgency of the matter, the RP had filed an application before the NCLT in both RCOM and RTL praying that the DoT
inter alia be restrained from taking any action which may interfere with the continued holding of the telecom spectrum of the
Corporate Debtor. The NCLT had adjourned the matter following which the RP had thereafter filed a writ petition in the Delhi High
Court seeking issuance of an appropriate writ order or direction in the nature of mandamus directing the DoT to migrate the telecom
licenses to UL without the insistence on the payment of the dues set out in DoT Letter. The Delhi High Court, on July 19, 2021,
passed an interim order that “till the next date, the respondent is directed to not take any coercive action against the petitioner
for withdrawal of the telecom spectrum granted to the petitioner in respect of 18 service areas, as also to permit the petitioner to
continue providing telecom services in the 18 service areas which are subject matters of the present petition.” On July 20, 2021,
the writ petition hearing concluded and order was passed by the Delhi High Court permitting the withdrawal of the writ petition with
direction that the issue on “current dues” should be decided by the NCLT and extending the protection under the July 19, 2021 order
by further 10 days.
In view of the aforesaid, the NCLT was apprised of the order of the Delhi High Court and the NCLT has, as an interim measure,
extended the ad interim protection granted by the Delhi High Court until the next date of hearing. Further, on August 12, 2021, the
NCLT has directed that the interim orders shall continue until the next date of hearing. The issue under consideration by the NCLT
relates to whether the dues being claimed by DoT in its letter of June 15, 2021 for the purposes of processing the license renewal/
migration applications of the Corporate Debtor are in the nature of “current dues” (within the meaning of the Explanation to Section
14(1) of the Code) and therefore, payable during the CIRP period. The application was listed on various occasions before the NCLT;
however effective hearing did not take place due to paucity of time. Matter was last listed on August 08, 2023 and the matter was
adjourned on next several dates and the next date of hearing is July 03, 2024.
Simultaneously, a petition has been filed before the Telecom Disputes Settlement and Appellate Tribunal (“TDSAT”) seeking directions
for migration of the telecom licenses, in view of the Guidelines for Grant of Unified License dated March 28, 2016 issued by the DoT,
104
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
not prescribing pre-condition for any payment to be made prior to the migration of the telecom licenses. The TDSAT, on September
23, 2021, has directed that “The interim arrangement shall be considered further after receipt of the order of NCLT. However, till then
let the status quo be maintained in terms of initial order of Delhi High Court passed on July 19, 2021 which has continued thereafter
by further order of the High Court followed by orders of NCLT.”On March 15, 2022, the TDSAT granted time for filing rejoinder and
continued the interim order dated September 23, 2021. The matter was last listed on April 28, 2023 and then adjourned to August
28, 2023. On August 28, 2023 and April 10, 2024, the counsels apprised the TDSAT that matter is still pending in NCLT and
therefore the matter has been adjourned to July 29, 2024.
Similarly, in the case of RTL, in one of the circles where the UASL license was due to expire on September 26, 2021, an application
had been filed with DoT on July 16, 2021 for migration of UASL to UL wherein the DoT has sought for payment of certain dues as
“current dues” (being dues that pertain to the period prior to May 7, 2019 and are not payable at present) as a pre-condition for
consideration of the application. The RP has filed an application in the NCLT and a petition before the TDSAT in this regard (which
matters are heard together with the RCOM license migration matters). On September 23, 2021, the TDSAT has directed that “Since
the matters are similar in nature, in the interest of justice and uniformity the interim order of status quo as operating in TP No. 31
of 2021 shall operate in this matter also till the next date. It will be in the interest of petitioner to expedite the proceeding pending
before the NCLT and try its best to produce the orders passed by that Tribunal by the next date.” On March 15, 2022, the DOT had
been granted 6 weeks’ time by TDSAT to file the reply, and rejoinder was to be filed before the next date of hearing. The TDSAT further
directed that the interim order passed by the TDSAT vide order dated September 23, 2021 shall stand continuing to be operative
during the pendency of the petitions. The matter was last listed on April 28, 2023 and next listed on August 28, 2023. On August
28, 2023 and April 10, 2024, the counsels apprised the TDSAT that matter is still pending in NCLT and therefore the matter has
been adjourned to July 29, 2024.
Further, Telecom Petition No. 9 and 10 of 2024 were filed on behalf of RCOM against the impugned demand notices for FY 2015-
16 to FY 2023-24 seeking alleged shortfall of license fee paid by RCOM. Further, Telecom Petition No. 9 and 10 of 2024 were filed
on behalf of RCOM against the impugned demand notices for FY 2015-16 to FY 2023-24 seeking alleged shortfall of license fee
paid by RCOM. The order was passed by the TDSAT on May 09, 2024 (“Impugned Interim Order”) permitting the DOT to invoke the
Bank Guarantees (“BGs”) to the tune of ` 49 crores. RCOM had filed the petition before Delhi High Court under Article 227 of the
Constitution of India against the Impugned Interim Order on May 10, 2024. Meanwhile BGs to the tune of ` 2 crores were encashed.
On May 14, 2024 the Hon’ble Delhi High Court had directed the DOT to not encash the remaining BGs which had not been encashed
till May 17, 2024. Further, on May 17, 2024, TDSAT has granted a stay on the encashment of BGs of RCOM by the DoT, until further
orders in TDSAT Petitions and this matter is next listed on May 31, 2024. Pursuant to the order dated May 17, 2024, the Petitioner
withdrew its Writ Petition before the HC.
Considering these developments including, in particular, the RP having taken over the management and control of the Corporate
Debtor and its subsidiaries, i.e. RTL and RCIL (with RCIL presently being under the management and control of the monitoring
committee constituted in terms of its resolution plan which was approved by the NCLT on December 19, 2023 and the resolution
plan implementation being still pending) (“Group”) inter alia with the objective of running them as going concerns, the standalone
financial results continue to be prepared on going concern basis. Since the Company continues to incur losses, current liabilities exceed
current assets and Company has defaulted in repayment of borrowings, payment of regulatory and statutory dues and pending
renewal of telecom licenses, these events indicate that material uncertainty exists that may cast significant doubt on Company’s
ability to continue as a going concern.
Note: 2.32
During the previous year, the Company received a notice from Axis Trustee Services Limited (“Axis Trustee” / “Security Trustee”) on
November 9, 2022 regarding invocation cum sale of pledged shares Globalcom IDC Limited (“GIDC”). Thereafter, the Company
received a notice of invocation of pledge over such shares from Axis Trustee on December 14, 2022.
As a matter of background, it may be noted that Reliance Webstore Limited (“RWSL”, “Parent Company”) is a wholly owned subsidiary
of RCOM, holding 100% of equity shares in GIDC. Accordingly, GIDC was a wholly owned step-down subsidiary of RCOM. Vide
facilities agreement dated August 29, 2016, RCOM and RITL had availed a loan facility of ` 565 Crore and ` 635 Crore respectively
from State Bank of India (“Lender”). Vide share pledge agreement dated September 23, 2016, RWSL had pledged 100% of its
shareholding in GIDC comprising 20,99,994 equity shares to Axis Trustee (in its capacity as a security trustee for the Lender) for
above loan facility.
Owing to defaults in the repayment of the facilities availed by RCOM and RITL, Axis Trustee first proceeded to issue a notice for the
invocation cum sale of pledged shares on November 9, 2022, and thereafter, invoked the pledge on December 12, 2022.
105
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
Note: 2.33
The Company, during the earlier years, underwent various restructuring Schemes through Court including restructuring of
ownership structure of telecom business so as to align the interest of the shareholders. Accordingly, pursuant to the Schemes
of Amalgamation and Arrangement (“the Schemes”) under Sections 391 to 394 of the Companies Act, 1956 approved by
the Hon’ble High Court of respective Judicature, the Company, during the respective years, recorded all necessary accounting
effects, along with requisite disclosure in the notes to the accounts, in accordance with the provisions of the said Schemes. The
cumulative effects of the Schemes in case of Equity Share Capital of the Company have been disclosed below the respective
Notes to the Accounts. Reserves, pursuant to the said Schemes, include:
(i) ` 8,047 crore being Securities Premium Account, which was part of the Securities Premium of erstwhile Reliance Infocomm
Limited (RIC), the transferor company.
(ii) General Reserve I of ` 5,538 (previous year ` 5,538 crore) representing the unadjusted balance being the excess of assets
over liabilities relatable to Telecommunications Undertaking transferred and vested into the Company.
(iii) General Reserve III comprises of ` 4,159 crore transferred to General Reserve from Statement of Profit and Loss.
(iv) Additional depreciation of ` Nil (Previous year ` Nil) arising on fair value of the assets has been adjusted, consistent with
the practice followed in earlier years, to General Reserve as permitted pursuant to the Scheme of Arrangement sanctioned
vide an order dated July 3, 2009 by the Hon’ble High Court and as determined by the Board of Directors.
2 During the earlier year, Pursuant to the Scheme of Demerger (“the Scheme”) sanctioned by the Hon’ble High Court of Judicature
at Bombay and at Jaipur, the Company had acquired Wireless undertaking of Sistema Shyam Teleservices Limited (SSTL) with
effect from October 31, 2017. Upon merger of Wireless undertaking of SSTL, ` 1,397 crore being excess of assets over liabilities
taken over has been credited to Capital Reserve. The Company had also allotted 27,65,53,305 nos of EquityShares of ` 5 each,
on October 31, 2017, to Shareholders of SSTL.
Note: 2.34
Capital Management
Capital of the Company, for the purpose of capital management, include issued equity capital, and all other equity reserves attributable
to the equity holders of the Company. The Company’s objective when managing the capital is to safe guard the Company’s ability to
continue as a going concern and the Company is presently under CIRP and there by continue to operate as a Going Concern.
The Company monitors capital using gearing ratio, which is debt divided by total capital plus debt.
(` in crore)
As at As at
March 31, 2024 March 31, 2023
(a) Equity (61,080) (54,011)
(b) Debt 39,934 39,934
(c) Equity and Debt (a + b) (21,146) (14,077)
(d) Capital Gearing Ratio (b / c) (189%) (284%)
Increasing capital gearing ratio reflects decrease in equity on account of loss incurred by the Company due to Provision of Liability
on account of License & Spectrum fee and Loss on De-Subsidiarisation including provision during the year.
106
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
Note: 2.35
Movement of Provisions (Current/ Non current)
(` in crore)
Particulars Current Non Current
For the year ended For the year ended
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
Provision for Employee Benefits
Balances at the beginning of the year 1 2 2 3
Additional provision/(Reduction) - (1) - (1)
Balances at the close of the year 1 1 2 2
Others - Disputed and Other claims
Balances at the beginning of the year 1 215 1 215 - -
Additional provision/(Reduction) - - - -
Balances at the close of the year 1 215 1 215 - -
Provisions include, provision for disputed claims of verification of customers ` 9 crore (Previous year ` 9 crore) and others of ` 1,206
crore (Previous year ` 1,206 crore). The aforesaid provisions shall be utilised on settlement of the claims, if any, there against.
Note: 2.36
107
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
Note: 2.37
The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current
transaction between the willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair values:
Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term
loans from banks and other financial institutions approximate their carrying amounts largely due to the short term maturities of these
instruments.
Financial Instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rate
and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for the expected
losses of these receivables.
Fair value hierarchy
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The carrying values of the financial instruments by categories were as follows:
(` in crore)
Particulars As at As at
March 31, 2024 March 31, 2023
Financial assets at amortised cost:
Cash and cash equivalents (Refer Note 2.09) 185 174
Bank Balances (Refer Note 2.10) 43 39
Trade receivables (Refer Note 2.08) 100 82
Investments (Refer Note 2.07) 46 46
Loans and Other financial assets (Refer Note 2.11, 2.04 and 2.12) 6,392 6,757
Total 6,766 7,098
Financial assets at fair value through Statement of Profit and Loss:
Investments ` 33,13,776 (Previous year ` 32,36,188) - -
(Refer note 2.07)
Financial assets at fair value through other Comprehensive Income: Nil Nil
Financial liabilities at amortised cost:
Trade payables (Refer note 2.20) 3,091 3,040
Other financial liabilities (Refer Note 2.21) 49,417 44,033
Borrowings (Refer Note 2.19) 39,934 39,934
Liabilities directly related to Assets Held for sale (Refer Note 2.14) 6,324 5,772
Total 98,766 92,779
Financial liabilities at fair value through Profit and Loss: Nil Nil
Financial Liabilities at fair value through other Comprehensive Income: Nil Nil
Activities of the Company expose it to a variety of financial risks: market risk, credit risk and liquidity risk.
The Company’s financial liabilities comprise of borrowings, trade payable and other liabilities to manage its operation and the financial
assets include trade receivables, deposits, cash and bank balances, other receivables etc. arising from its operation.
Corporate Insolvency Resolution Process (“CIR Process”) had been initiated in case of the Company and four of its subsidiaries [RITL’s
implementation of resolution plan has been completed and RITL has ceased to be a subsidiary of the Company w.e.f December 22,
2022 (Refer Note 2.39.2 (a))] under the Provisions of the Insolvency and Bankruptcy Code, 2016 (the Code) and in case of RTSL,
NCLT has ordered for initiation of liquidation proceedings (Refer Note 2.39.2 (c)). Pursuant to the order, the management of affairs of
the Company and powers of board of directors of the Company and its two subsidiaries stand vested with the Resolution Professional
(“RP”) appointed by the NCLT. The framework and the strategies for effective management will be established post implementation
108
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
of Resolution Plan. Presently, the financial management activities are restricted to management of current assets and liabilities of the
Group and the day to day cashflow and its associated risks are as under:
Market risk
The Company also operates internationally and hence, a portion of the business is transacted in several currencies. Consequently,
the Company is exposed to foreign exchange risk to the extent that there is mismatch between the currencies in which its sales
and services, purchases from overseas suppliers and borrowings in various foreign currencies. Market Risk is the risk that changes in
market prices such as foreign exchange rates, interest rates will affect income or value of its holding financial assets/ instruments.
The exchange rate between rupee and foreign currencies has changed substantially in recent years and may fluctuate significantly in
the future.
As a result operations of the Company are adversely affected as rupee appreciates/ depreciates against US Dollar. Since the Company
is under CIR Process, it is not required to meet any loan or interest obligation till the resolution plan is implemented. As the overall
obligation and liabilities shall be determined during CIR Process, foreign curreny loans are stated at exchange rate as at March 31,
2018.
Foreign Currency Risk from financial instruments as of :
(` in crore)
As at March 31, 2024 As at March 31, 2023
Particulars U.S. dollars Euro Other Total U.S. Euro Other Total
Currency dollars Currency
Trade Receivables 16 - - 16 17 - - 17
Loans 351 - - 351 352 - - 352
Borrowings (13,147) - - (13,147) (13,147) - - (13,147)
Trade payables and Other (1,623) - (6) (1,629) (1,571) - (6) (1,577)
Liabilities
Net assets / (liabilities) (14,403) - (6) (14,409) (14,349) - (6) (14,355)
Sensitivity Analysis
Not relavant till the time resolution plan is finalised.
Interest Rate Risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes
in fair values of fixed interest bearing investments because of fluctuations in the interest rates, in cases where the borrowings are
measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing
investments will fluctuate because of fluctuations in the interest rates. Since the Company is under CIR Process, it could not meet
interest obligation during the year and shall be finalised when resolution plan is implemented.
Exposure to interest rate risk/ Sensitivity Analysis
The company offsets a financial asset and a financial liability when it currently has a legally enforceable right to set off the recognized
amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Credit risk
Credit risk refers to the risk of default on its obligation by the customer/ counter party resulting in a financial loss. The maximum
exposure to the credit risk at the reporting date is carrying value of respective financial assets.
Trade receivables and unbilled revenue are typically unsecured and are derived from revenue earned from the customers. Credit risk has
always been managed by each business segment through credit approvals, establishing credit limits and continuously monitoring the
credit worthiness of customers to which the Company grants credit terms in the normal course of business. On account of adoption
of Ind AS 109, the Company uses expected credit loss (ECL) model to assess the impairment loss or gain. ECL methodology depends
on whether there is any significant increase in credit risk. In case of significant increase in credit risk, life time ECL is used; otherwise
twelve month ECL is used. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables
and unbilled revenues. The provision matrix takes into account available external and internal credit risk factors such as default risk of
industry, credit default swap quotes, credit ratings from international credit rating agencies and historical experience for the customers.
109
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks and financial institutions
with high credit ratings assigned by international and/or domestic credit rating agencies. Investments primarily include investment
in quoted bonds issued by Government and certificates of deposit which are funds deposited at a bank for a specified time period.
The Company is under CIR Process. The Company depends upon timely receipt from sales and delay in sales realisation as well as
vendor payments can severely impact the current level of operation. Liquidity crises had led to default in repayment of principal and
interest to lenders. Since the Company is under CIR Process, it is not required to meet any loan or interest obligation till the resolution
plan is implemented.
Liquidity risk is the financial risk that is encountered due to uncertainty resulting in difficulty in meeting its obligations. An entity is
exposed to liquidity risk if markets on which it depends are subject to loss of liquidity for any reason; extraneous or intrinsic to its
business operations, affecting its credit rating or unexpected cash outflows. A position can be hedged against market risk but still
entail liquidity risk. Prudence requires liquidity risk to be managed in addition to market, credit and other risks as it has tendency to
compound other risks. It entails management of asset, liabilities focused on a medium to long-term perspective and future net cash
flows on a day-by-day basis in order to assess liquidity risk.
Liquidity Periodic budget and rolling forecasts shall be determined during CIR process.
Note: 2.38
110
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
Note:2.39
Exceptional Items
During the year, pursuant to a letter retrieved by the Corporate Debtor on August 17, 2023, as part of a routine compliance check,
from the official website of Netherlands Chamber of Commerce KVK, it has come to its attention that Reliance Globalcom B.V,
The Netherlands. (RGBV), a subsidiary of RCOM, has been de-registered from the Trade Register of the Netherlands Chamber of
Commerce KVK, with effect from June 01, 2023. Loss on desubsidiarisation of ` 991 crore during the year ended March 31, 2024
has been shown as Exceptional Items in continuing operations.
(a) During the previous year, basis the directions issued by the NCLAT, the erstwhile resolution professional of RITL had preferred an
application bearing number IA 2820 of 2022 before the NCLT seeking directions for taking consequential actions pursuant to
the order dated September 9, 2022.
Meanwhile, the Derecognized DoH Creditors have filed various appeals (including Civil Appeal No. 7407 of 2022, Civil Appeal
No. 7298 of 2022, Civil Appeal No. 7615, and Civil Appeal No. 7328) against the order passed by the NCLAT before the
Hon’ble Supreme Court of India (“Secured Creditors Appeals”). The Hon’ble Supreme Court of India has vide its order dated
October 21, 2022 issued notice in such appeals (barring the appeal filed by Industrial and Commercial Bank of China which was
taken up later by the Bench on December 14, 2022 owing to pending rectification of defects). Vide the order dated October
21, 2022, the Hon’ble Supreme Court has stayed the operation of the order passed by the NCLAT. The relevant portion for the
order passed by the Hon’ble Supreme Court of India states as follows:
“Issue notice. Until further orders, there shall be stay of the operation of the impugned Order(s).”
Further, when the Hon’ble Supreme Court of India took up the appeal filed by Industrial and Commercial Bank of China on
December 14, 2022, it was pleased to tag all the Secured Creditors Appeals together, and such appeals are now next listed in
111
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
Considering the pendency of inter-creditor disputes highlighted above, Reliance Projects and Property Management Services
Limited had preferred an application before the NCLT, bearing I.A No. 3429 of 2022seeking necessary directions to allow the
implementation of the resolution plan approved in respect of RITL, by way of deposit of the plan amount in an escrow account,
with the inter se distribution of the amounts among financial creditors being subject to the final outcome of the aforesaid
legal proceedings concerning the status of financial creditors. The financial creditors of RITL did not have any objection to the
aforesaid, provided that the distribution of these amounts amongst the financial creditors will be subject to the outcome of the
SBI SC Appeal and Secured Creditors Civil Appeal (collectively referred to as the “Pending SC Appeals”). The Hon’ble NCLT vide
order dated November 21, 2022 (“Nov 21 Order”) permitted the Resolution Applicant to proceed with implementation of the
resolution plan and depositing the total value of the resolution plan, in an escrow account to be opened with State Bank of India.
The relevant excerpts of the Nov 21 Order are set out below:
Accordingly, this Bench is of the view that an Escrow Account should be permitted to be opened in the State Bank of India, and
the total value of the Resolution Plan should be deposited in that account. Further, the distribution of the amount so deposited
in the Escrow account shall be in terms of the order passed by the Hon’ble Apex Court and after obtaining permission/orders
from this Bench.
This position was also reiterated by the Hon’ble Supreme Court in its order dated November 30, 2022, when the SBI SC Appeals
were listed before it and it inter alia directed that the amounts payable in terms of the resolution plan be deposited in an escrow
account to be opened with State Bank of India (i.e., the account bank herein) in terms of the Nov 21 Order with no distributions
from the said account till the next date of hearing. The relevant excerpts in relation to the order dated November 30, 2022, are
set out below:
“In the meanwhile, we direct that the proponent will deposit the amount/money payable in an escrow account to be opened in
the State Bank of India in terms of the order dated November 21, 2022 passed by the National Company Law Appellate Tribunal
Court-I, Mumbai Bench, Maharashtra
Pursuant to the above, RPPMSL issued a closing action notice dated December 21, 2022 committing to implement the
resolution plan on or before December 23, 2022.
Accordingly, in pursuance of the above and in compliance with the November 21, 2022 Order, the Escrow Agreement dated
December 22, 2022 (“Escrow Agreement”) has been executed between RITL, representative of financial creditors State Bank of
India and China Development Bank, RPPMSL, Mr. Anish Nanavaty (as authorised signatory) and State Bank of India (as account
bank) for purposes of recording the terms governing the escrow account set up in accordance with the November 21, 2022
Order.
RPPMSL has transferred an amount of INR 3,720 Crore (Rupees Three Thousand Seven Hundred and Twenty Crores Only) in the
escrow account(s) opened in pursuance of the Escrow Agreement, in lieu of which 372,00,00,000 Zero Coupon Optionally Fully
Convertible Debentures (“OFCD”) have been allotted to RPPMSL. Further, as part of the implementation, RPPMSL has infused
an amount of INR 5 Crore (Rupees Five Crores Only) in the share subscription account of the Company with State Bank of
India, in lieu of which, 50,00,000 (Fifty Lakhs) equity shares of RITL have been allotted to RPPMSL (along with its nominees).
Simultaneously, the entire existing issued, subscribed and paid-up share capital of the Company, being (a) 2,79,31,41,868
equity shares of INR 10 each, aggregating to INR 27.93 Crore; and (b) 4,00,00,000 0.1% Redeemable, Non-Cumulative,
Non-Convertible preference shares of INR 10 each, aggregating to INR 40 Crore (except the paid-up equity share capital to
the extent of the upfront equity infusion amounting to INR 5 Crore (Rupees Five Crore Only) allotted to RPPMSL (along with its
nominees) in terms of the resolution plan), has been cancelled/reduced.
The amounts deposited in the escrow account(s) in pursuance of the Escrow Agreement shall be distributed to the relevant
creditors and other stakeholders basis further directions from the relevant judicial authorities.
With the completion of the aforesaid actions, the resolution plan for RITL stands implemented on December 22, 2022 in terms
of the order of the NCLT dated December 03, 2020 read together with the order dated November 21, 2022 and the Monitoring
Committee of RITL has stood dissolved and RPPMSL has acquired the ownership and control of RITL in terms of the approved
resolution plan.
Accordingly, RITL has ceased to be a subsidiary of the Company with effect from December 22, 2022. During the previous year
ended March 31, 2023, Loss on de-subsidiarisation is ` 4,208 Crore and is shown as Exceptional Items.
(b) The Hon’ble Supreme Court of India, vide its order dated October 24, 2019 had dismissed the petition filed by the telecom
operators and agreed with the interpretation of the Department of Telecommunications (DoT) to the definition of Adjusted Gross
Revenue (AGR) under the license, On September 01, 2020, the Supreme Court pronounced the judgment in the AGR matter
(“SC Judgement”). It has framed various questions in respect of companies under insolvency and in respect of such questions;
112
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
the Court has held that the same should be decided first by the NCLT by a reasoned order within 2 months, and that it has not
gone into the merits in this decision.
The RP of the Corporate Debtor and Reliance Telecom Limited (RTL) had filed intervention applications before the NCLAT in the
appeal filed by the DoT against the resolution plan approval orders of the Aircel companies (wherein the NCLAT was adjudicating
on the questions framed by the Hon’ble Supreme Court in the SC Judgement). The RP had also filed written legal submissions
in this regard with the NCLAT. The Hon’ble NCLAT has pronounced its judgement dated April 13, 2021 setting out its findings
on the questions framed in the SC Judgment. The RP has filed appeals in respect of the Corporate Debtor and RTL against
the judgement of the NCLAT before the Supreme Court. On August 2, 2021, the appeals were listed when the bench issued
notice in the matter and tagged the same with Civil Appeal No 1810 of 2021 (being the appeal filed by the COC of Aircel
companies) and also allowed the application seeking permission to file the civil appeal. On February 22, 2022, the Supreme
Court granted a period of six weeks to the DoT to file counter affidavit. The matter was listed on May 2, 2022 wherein the SC
directed the matter to be tentatively listed in the third week of July 2022. The matter was mentioned on August 5, 2022, for
early listing for arguments, but the Supreme Court directed the matter to be listed after eight weeks. The matter was thereafter
listed on October 11, 2022, on which date, the Supreme Court directed that the matter be listed after six weeks. Further, the
Supreme Court stated that the parties were to file a common compilation post discussion with each other, and file brief written
submissions within a period of six weeks. Thereafter, Nazeer J retired and the matter came up for listing before a reconstituted
bench comprising Justice V. Ramasubramaniam and Justice Pankaj Mittal on February 21, 2023. However, the matter was not
taken up due to paucity of time and was tentatively listed on May 10, 2023. Since the matter was not reflected in the list for
May 10, 2023, it was mentioned by the counsel for RP and the Bench directed listing on July 18, 2023.
The matter was listed on July 18, 2023 before a bench comprising Justice Sanjiv Khanna and Justice Bela M Trivedi, and once
again it was not taken up due to paucity of time. The matter was mentioned on August 4, 2023 for listing on the shortest
possible date and the Bench directed listing on any Tuesday, but no specific date was allotted. The appeals were thereafter listed
on September 12, 2023 but could not be heard due to paucity of time. Aircel Monitoring Committee has filed an application
seeking sale of right to use spectrum subject to proceeds being kept in escrow account, which shall be subject to outcome
of the Supreme Court matter. Rcom and RTL RP has also filed applications seeking similar dispensation for RCOM and RTL as
well. Further, DoT was asked to file reply within two weeks to the application filed by Aircel Monitoring Committee (I.A. No.
186218/2023 in Civil Appeal No. 2263/2021) vide order dated September 18, 2023 and the DoT has accordingly filed its
reply on October 9, 2023.
No tentative date is available on the SC website for this matter, but the lead matter (CoC appeal being civil no. 1810 of 2021)
is tentatively next listed on July 9, 2024
The DoT had during the pendency of the various proceedings simultaneously directed Special Audit in relation to the computation
of License fee, Spectrum fee, applicable interest and penalties thereon, which is under progress for the financial year 2015-
16 onwards. In this regard, the Corporate Debtor had provided for estimated liability aggregating to ` 42,603 crore up to the
previous year ended March 31, 2023 and has provided additional charge of ` 5,346 crore during the year ended March 31,
2024 respectively and shown as exceptional items relating to discontinued operations which may undergo revision based on
demands from DoT and/ or any developments in this matter.
Considering various factors including admission of the Corporate Debtor and its subsidiary RTL to resolution process under the
Code and the moratorium applicable under Code, discharge of the aforesaid liability will be dealt with in accordance with the
Code (subject to orders in the relevant judicial proceedings).
(c) During the earlier year, Reliance Tech Services Limited (RTSL), a wholly owned subsidiary of the Corporate Debtor, had
been admitted by NCLT on August 04, 2020 for corporate insolvency resolution process under the Code and Mr. Anjan
Bhattacharya had been appointed as the Interim Resolution Professional (IRP) and subsequently as the Resolution Professional
(RP) by the Hon’ble NCLT. The resolution professional of RTSL had filed an application with NCLT on May 04, 2021 for
initiation of liquidation proceedings in respect of RTSL. During the previous year, NCLT vide order dated March 03, 2023
has ordered the liquidation of RTSL and appointed Mr. Ashok Mittal as Liquidator. Further, since there are no fixed assets,
ongoing operations, or any employees in RTSL, therefore RTSL may not be capable of being liquidated as a going concern
in terms of the Code, and accordingly, during the previous year ended March 31, 2023, provision made on Investment of
` 0.05 Crore was represented as Exceptional Items.
(d) Assets held for sale including Wireless Spectrum, Fibre and Media Convergence Nodes (MCNs) continue to be classified as held
for sale at the value ascertained at the end of March 31, 2018, along with liabilities, for the reasons referred in Note 2.31 above
and disclosed separately as discontinued operations in line with Ind AS 105 “Non-current Assets Held for Sale and Discontinued
Operations”.
113
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
Note:2.40
Expenses are net of recoveries for common cost from; RITL (Ceased w.e.f. December 22, 2022), a subsidiary of RCIL includes ` Nil
(Previous year ` 5 crore) for Network Expenses and Nil (Previous year ` 3 crore) for Sales and General and Administration Expenses;
GIDC (Ceased w.e.f. December 12, 2022), a Subsidiary of the Company includes ` Nil (Previous year ` 0.49 crore) for Sales and
General and Administration Expenses,
Note:2.41
The Company is not required to spend towards Corporate Social Responsibility (CSR) as per Section 135 of the Companies Act, 2013,
since there is no average profit in the last 3 years calculated as per the provisions of the Act.
Note 2.42
Employee Benefits
Gratuity: In accordance with the applicable Indian laws, the Company provides for the gratuity, a defined benefit retirement plan
(Gratuity Plan) for all employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination
of employment, an amount based on respective employee’s last drawn salary and for the years of employment with the Company.
The gratuity plan is governed by the Payment of Gratuity Act, 1972 (Gratuity Act). The Company is bound to pay the statutory
minimum gratuity as prescribed under Gratuity Act. There are no minimum funding requirements for a gratuity plan in India. The
Company’s philosophy is to fund the benefits based on its own liquidity and tax position as well as level of underfunding of the plan
vis-à-vis settlements. The management is responsible for the overall governance of the plan. The management has outsourced the
investment management of the fund to insurance company which in turn manages these funds as per the mandate provided to them
by the trustees and applicable insurance and other regulations.
The Company operates its gratuity and superannuation plans through separate trusts which is administered and managed by the
Trustees. As on March 31, 2024 and March 31, 2023, the contributions towards superannuation plans have been invested in Insurer
Managed Funds.
The plan is in the nature of a defined benifit plan which is sponsored by the company and hence it underwrites all the risks perataining
to the plan. In particula, there is a risk for the company that any significant change in salary growth or demographic experience or
inadequate returns on underlying plan assets can result in an increase in cost of providing these benefits to employees in future.
The defined benefit plan exposes the Company to actuarial risks such as logentivity risks, interest risk and market (Investment) risk.
The following table sets out the status of the Gratuity Plan as required under Ind AS 19 “Employee Benefits”.
(` in crore)
Particulars As at As at
March 31, 2024 March 31, 2023
(i) Reconciliation of opening and closing balances of the present value of the
defined benefit obligation
Obligation at the beginning of the year 6 8
Service Cost (` 43,71,873) - 1
Interest Cost ` 41,99,192 (previous year `39,68,550) - -
Actuarial (gain) / loss recognised in other comrehensive income ` (-) ` 87,04,939 - -
(previous year (-) ` 20,63,805)
- Change in financial assumptions `94,128 (previous year (-) ` 18,22,131) - -
- Change in demographic assumptions (-) ` NIL (previous year (-) ` 1,93,001) - -
114
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
(` in crore)
Particulars As at As at
March 31, 2024 March 31, 2023
- Experience adjustments (-) ` 87,99,067 (previous year (-) ` 48,673) - -
Benefits Paid (1) (3)
Liabilities Extinguished on Settlement - -
Obligation at the end of the year 5 6
Note: Defined benefit obligation liability is wholly funded by the Company
(iii) Reconciliation of present value of the obligation and the fair value of the plan
assets
Fair value of plan assets at the end of the year 11 12
Present value of the defined benefit obligation at the end of the year 5 6
(Assets) / Liability recognized in the Balance Sheet (6) (6)
(viii) Assumptions
Interest rate 7.06% 7.16%
Estimated return on plan assets 7.06% 7.16%
Salary growth rate Nil Nil
Employee turnover rate 50% for all age 50% for all age
group group
Mortality in Retirement: LIC Buy-out Annuity Rates & UK Published PA (90) Annuity Rates suitably adjusted for Indian Lives.
The estimates of future salary increases considered in actuarial valuation take into account inflation, seniority, promotion
and other relevant factors such as supply and demand factors in the employment market
115
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
(` in crore)
Particulars As at As at
March 31, 2024 March 31, 2023
(ix) Particulars of the amounts for the year and Previous years
Gratuity
As at March 31
2024 2023 2022 2021 2020
Present Value of benefit obligation 5 6 8 10 13
Fair value of plan assets 11 12 14 16 18
Excess of obligation over plan assets (plan (6) (6) (6) (6) (5)
assets over obligation)
The expected contribution is based on the same assumptions used to measure the company’s gratuity obligations as of
March 31, 2024
(x) Sensitivity Analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions
constant, would have affected the defined benefit obligation by the amounts shown below.
As at As at
March 31, 2024 March 31, 2023
Discount rate (+ 1% movement) ((-) ` 9,23,716 (Previous year ` (-) 9,58,312) - -
Provident Fund (PF) : During the year, the Company has contributed towards provident fund ` 2 crore (Previous year
` 2 crore) to the Regional Provident Fund Commissioner (RPFC).
116
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
Note 2.43 Disclosure under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED)
Under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) which came into force from October 2, 2006,
certain disclosures are required to be made relating to MSME. On the basis of the information and records available with the
company, the following disclosures are made for the amounts due to Micro, Small and Medium Enterprises.
(` in crore)
As at As at
March 31, 2024 March 31, 2023
(i) Principal amount due to any supplier as at the year end 33 32
(ii) Interest due on the principal amount unpaid at the year end to any supplier 34 28
(iii) Amount of Interest paid by the Company in terms of Section 16 of the MSMED, - -
along with the amount of the payment made to the supplier beyond the appointed
day during the accounting year
(iv) Payment made to the enterprises beyond appointed date under Section 16 of 1 1
MSMED
(v) Amount of Interest due and payable for the period of delay in making payment, - -
which has been paid but beyond the appointed day during the year, but without
adding the interest specified under MSMED ` 8,83,909 (Previous year ` 6,46,954)
(vi) Amount of interest accrued and remaining unpaid at the end of each accounting 34 28
year; and
(vii) Amount of further interest remaining due and payable even in the succeeding 22 18
years, until such date when the interest dues as above are actually paid to the
small enterprise, for the purpose of disallowance as a deductible expenditure under
Section 23 of the MSMED.
Note 2.44 Disclosures required by Clause 34(3) and 53 (f) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015.
During the previous year, the Company has paid ` 27 crore Loan to RRL, the said loan, duly approved by CoC, carries an
interest rate of 10% and repayable on demand is secured by way of creation of an exclusive mortgage by RRL in favour of
/ for the benefit of the Company. Charge is yet to be created with Registrar of Companies (RoC).
Other than the above, the Company has not charged interest on Loans and Advances to subsidiaries, as the Company has
not provided interest on Borrowings for the year ended March 31, 2024 and for the previous year ended March 31, 2023.
(Refer Note 2.48)
Note 2.45
The Company was operating Employee Stock Option Plans; ESOS Plan 2008 and ESOS Plan 2009, which covered eligible employees
of the Company and its Subsidiaries. ESOS Plan 2008 was operational till March 31,2017 whereas ESOS Plan 2009 was operational
till January 16, 2019. ESOS Plans were administered through an ESOS Trust. The Vesting of the Options was on the expiry of one
year from the date of Grant as per Plan under the respective ESOS(s). In respect of Options granted, the accounting value of Options
(based on market price of the share on the date of the grant of the Option) was accounted as deferred employee compensation,
117
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
which was amortised on a straight line basis over the Vesting Period. Each Option entitles the holder thereof to apply for and be
allotted/ transferred one Equity Share of the Company of ` 5 each upon payment of the Exercise Price during the Exercise Period.
The maximum Exercise Period was 10 years from the date of Grant of Options.
The Company has established a Trust for the implementation and management of ESOS for the benefit of its present and future
employees. Advance of ` 387 crore (Previous year ` 387 crore) has been granted to the Trust and the said amount has been utilized
by the Trust for purchasing ` 2.13 crore (Previous year 2.13 crore) Equity Shares during the earlier years. The fall in the value of these
underlying shares on account of market volatility and loss, if any, can be determined upon sale of shares by Trust.
There is no option outstanding at the end of the year and no remaining Contractual life available .
Note 2.46
No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation.
(` in crore)
For the For the
year ended year ended
March 31, 2024 March 31, 2023
Income
Revenue from Operations - -
Other Income 15 5
Total Income 15 5
Expenses
Access Charges, License Fee and Network Expenses - -
Employee Benefit Expenses - -
Finance Costs 581 534
Sales and General Admin Expenses - (3)
Total Expenses 581 531
Profit / (Loss) before exceptional items and tax from discontinued operations (566) (526)
Note 2.48 Non Provision of Interest and foreign Exchange Variation on Borrowings
Considering various factors including admission of the Corporate Debtor and its subsidiaries; RTL and RCIL to CIRP under the Code,
there are various claims submitted by the operational creditors, the financial creditors, employees and other creditors. The overall
obligations and liabilities including obligation for interest on loans and the principal rupee amount in respect of loans including foreign
currency denominated loans shall be determined during the CIRP and accounting impact, if any, will be given on completion of CIRP.
Further, prior to May 15, 2018, the Corporate Debtor and its said subsidiaries were under Strategic Debt Restructuring (SDR) and
asset monetization and debt resolution plan were being worked out. The Corporate Debtor have not provided Interest of ` 4,749 Crore
calculated based on basic rate of interest as per terms of loan for the year ended March 31, 2024 and foreign exchange (gain)/loss
aggregating to ` 249 Crore for the year ended March 31, 2024. Had the Corporate Debtor provided Interest and foreign exchange
variation, the Loss would have been higher by ` 4,998 Crore for the year ended March 31, 2024 and Net Worth of the Company
as on March 31, 2024 and March 31, 2023 would have been lower by ` 32,463 crore and ` 27,465 crore respectively. Upto the
previous years, Interest of ` 24,037 crore and foreign exchange loss (net) aggregating to ` 3,428 crore were not provided.
118
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
119
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
120
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
121
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
12 Corporate Guarantee
12.01 Given by the Company 2,281 - - - 2,281
(2,256) - - - (2,256)
14 Managerial Remuneration
- -
Shri. Viswanathan D - - - 2 2
- - - (2) (2)
Shri. Srinivasan Gopalan - - - - -
(` 7,85,906) (Previous year ` Nil) - - - -
Shri. Rakesh Gupta - - - - -
(` 5,84,896) (Previous year ` Nil)
The following table describes the components of compensation paid or payable to key management personnel for the services
rendered during the year ended:
Amount in `
For the year ended For the year ended
March 31, 2024 March 31, 2023
Salaries and other benefits 1 57 08 315 1 52 19 118
Contributions to defined contribution plans 9 17 888 9 86 796
Total 1 66 26 203 1 62 05 914
122
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
Some of the key management personnel of the Company are also covered under the Company’s Gratuity Plan along with the other
employees of the Company. Proportionate amounts of gratuity accrued under the Company’s Gratuity Plan have not been separately
included in the above disclosure.
1) Details of all Immovable Property whose title deeds are not held in name of the Company (other than properties where the
Company is the lessee and the lease agreements are duly executed in favour of the lessee)where such immovable property
is jointly held with others, details are required to be given to the extent of the company‘s share.
Relevant line Description Gross Title deeds Whether title deed Property Reason for not
item in the of item of carrying held in the holder is a promoter, held since being held in
Balance sheet Property Value name of director or relative# which date the name of
(` In of promoter*/director the Company
crore) or employee of
promoter/director
Leasehold Land 14 Nos. MCN 12 RCIL & RTL No 01.04.2006
and IS
Freehold Land 359 Nos. MCN 133 RCIL & RTL No 01.04.2006
Transfer under
and IS and SAX
court approved
and Others
scheme
Buildings 376 Nos. MCN 245 RCIL & RTL No 01.04.2006
and IS and SAX
and Others
2) Disclosure of Loans or Advances in the nature of loans are granted to promoters, directors, KMPs and the related parties
(as defined under Companies Act, 2013), either severally or jointly with any other person, that are:
Type of Borrower Amount of loan or advance in the Percentage to the total Loans and
nature of loan outstanding (` In crore) Advances in the nature of loans
Promoter - -
Directors - -
KMPs - -
Related Parties 6,075 97.04%
(a) Ageing of Capital-work-in progress including Assets held for sale is given below:
(` in crore)
CWIP Amount in CWIP for a period of Total
Less than 1 Year 1-2 years 2-3 years More than 3 Years
Projects in progress - - - - -
Projects temporarily - - - 238 238
suspended
(Previous year) - - - (246) (246)
(b) The Company does not have any capital work-in-progress, whose completion is overdue except project temporarily
suspended shown above under ageing capital work in progress or has exceeded its cost compared to its original plan (Refer
Note 2.01, 2.14 & 2.31)
123
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
(a) Ageing of Intangible assets under development including Assets held for Sale is given below:
(` in crore)
Intangible Assets Amount in IUD for a period of Total
under development Less than 1 Year 1-2 years 2-3 years More than 3 Years
Projects in progress - - - - -
Projects temporarily - - - 69 69
suspended
(Previous year) - - - (69) (69)
(b) The Company does not have any intangible assets under development, whose completion is overdue except project
temporarily suspended shown above under ageing intangible assets under development or has exceeded its cost compared
to its original plan (Refer Note 2.02, 2.14 & 2.31).
Balance outstanding with Companies Struck off under section 248 of the Companies Act, 2013 are as follows:-
Name of struck off Nature of transactions with Balance outstanding Relationship with the
Company Struck-off Company (` In cr) Struck off Company, if any,
to be disclosed
Telspin Projects Pvt Ltd Receivables 1 External Customer
The Company has provided for, the entire receivable from the above party.
6) Registration of charges or satisfaction with Registrar of Companies (ROC)
The Company is yet to create a charge on a loan given to Reliance Reality Limited, during the previous year amounting to ` 27
crore.
7) Compliance with number of layers of companies
The Company has complied with the number of layers of subsidiary companies as required under clause (87) of section 2 of
Companies Act, 2013 and rules made thereunder.
8) Accounting Ratios
124
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
Note :
1. Wherever the ratios are negative, the same is shown as Nil (-)
2. Reduction in Inventory Turnover ratio in March 31, 2024 compared to previous year is due to reduction in turnover.
3. Increase in Trade Receivable in March 31, 2024 compared to previous year is due to higher average Trade receivable and
decrease in turnover
4. Reduction in Net profit margin and Operating Margin Ratio in March 31, 2024 compared to previous year is due to loss
on de-subsidiarisation including provision.
Formula used for computation of Ratios:
i Current Ratio = Current Assets less Assets held for Sale / Current Liabilities less Liabilities directly related to Assets held
for Sale
ii Debt Equity Ratio = Debt / Equity
iii Debt Service Coverage Ratio (DSCR) = Earnings before depreciation, interest and tax/ (Interest + Principal repayment)
iv Return on Equity = Net profit after tax / Shareholder’s fund
v Inventory Turnover Ratio = Turnover / Average Inventory
vi Trade Receivable turnover = Average Trade receivables /(Value of Sales and Services / no. of days for the year)
vii Trade Payable turnover = Net credit purchase /Average Trade Payables
viii Net Capital Turnover Ratios = Turnover / working Capital
ix Net Profit margin (%) (Continuing operations) = Profit /(Loss)after tax / Value of Sales and Service
x Return on capital employed = EBIT / Capital employed
xi Interest Service Coverage Ratio (ISCR) = Earnings before depreciation, interest and tax/ (Interest expense)
xii Operating margin (%) (Continuing operations) = EBIT - Other Income / Value of Sale and Services
10) During the year, the Company has not received as well as given advances (excluding transactions in the normal course of
business) or loans or invested funds or provided any guarantee, security or the like from/ to any other person(s) or entity(ies),
directly or indirectly, including any foreign entity(ies).
11) During the year, the Company has not surrendered or disclosed any income, previously unrecorded in the books of account as
income, in the tax assessments under the Income Tax Act, 1961.
Note 2.51
Segment Performance
Disclosure as per Ind AS 108 “Operating Segments is reported in consolidated financial statements of the Company. Therefore the
same has not been separately disclosed in line with the provisions of Ind AS.
Note 2.52
Note on Disqualification of Directors
During the earlier year, Shri Anil D Ambani, Smt. Manjari Kacker, Smt. Ryna Karani, Smt. Chhaya Virani and Shri Suresh Rangachar,
Directors tendered their resignation as Directors of the Company, however the Committee of Creditors of the Company (“CoC”), in
its meeting held on 20th November, 2019 refused to accept the resignations tendered by above mentioned directors and instructed
the Resolution Professional to convey to the directors to continue with their duties and responsibilities as directors and provide all
cooperation in the Corporate Insolvency Resolution Process, at least until the completion of the corporate insolvency resolution
process of the Company. In light of the above, it was duly communicated to the aforesaid directors of the Company that their
resignations have not been accepted and they were advised to continue to perform their duties and responsibilities as the directors
of the Company and provide all cooperation to Resolution Professional in the corporate insolvency resolution process. Accordingly,
Shri Anil D Ambani, Smt. Chhaya Virani, Smt. Manjari Kacker, Smt. Ryna Karani and Shri Suresh Rangachar continues to reflect in the
composition of the board of directors and the respective committees of the Company. Due to above mentioned events, the Company
has not received annual disclosures as required under section 164(2) and Section 184(1) of the Companies Act, 2013 from Shri Anil
D Ambani, Smt. Manjari Kacker, Smt. Ryna Karani, Smt. Chhaya Virani and Shri Suresh Rangachar, Directors of the Company. As per
legal opinion obtained by the Company, none of the Directors were disqualified under section 164(2) of the Companies Act 2013 for
default in payment of interest and principal of debentures.
125
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
Note 2.53
Lease:
The assets of the Company are held for sale as per Ind AS 105 and accordingly lease agreements are considered to be short term in
nature and Ind AS 116 has not been applied.
Note 2.54
The Corporate Debtor has been served with copies of writ petitions filed by Mr. Punit Garg and certain others, being directors of the
Corporate Debtor and its subsidiaries before the Hon’ble High Court of Delhi, challenging the provisions of the RBI Master Directions
on Frauds- Classification and Reporting by commercial banks and select FIs bearing No. RBI/ DBS/ 2016-17/ 28 DBS. CO.
CFMC. BC. No. 1/ 23.04.001/ 2016-17 dated July 1, 2016 (“Circular”) and the declaration by certain banks classifying the loan
accounts of the Company, Reliance Infratel Limited (“RITL”) and Reliance Telecom Limited (“RTL”) being fraudulent in terms of the
Circular. (RITL’s implementation of resolution plan has been completed and RITL has ceased to be a subsidiary of the Company w.e.f
December 22, 2022).
On May 12, 2023, the Hon’ble Delhi High Court in light of the judgment dated 27 March 2023 in SBI vs. Rajesh Agarwal [2023
SCC OnLine SC 342] has disposed of the said petitions filed by Mr. Punit Garg, setting aside the actions taken against the petitioners
under the Circular. The Supreme Court has held that since the Circular does not expressly provide an opportunity of hearing to the
borrowers before classifying their account as fraud, audi alteram partem has to be read into the provisions of the directions to save
them from the vice of arbitrariness.
It has further been made clear vide the Delhi High Court order, that if any FIR has been lodged, proceedings proceeded thereto will
remain unaffected by the said order and that it will be open to concerned banks to proceed in accordance with law in light of the
judgment of the Supreme Court.
Further, Mr. Punit Garg has filed another writ petition in Delhi High Court Challenging the order of IFCI declaring the account as fraud
under the circular and the matter is next listed on July 24, 2024.
Note 2.55
During the earlier years and in the current year, certain banks had issued show cause notices to the Corporate Debtor, certain
subsidiaries and certain directors seeking reasons as to why the Corporate Debtor and its subsidiaries should not be classified as
willful defaulter. Also, during the earlier year and in the current year, certain banks have served notice seeking explanation as to why
the account of the Corporate Debtor and the subsidiary company RTL should not be declared as fraud in terms of applicable RBI
regulations. Further, the subsidiary company RTL had received intimation of order passed by willful defaulter identification committee
of one of the banks for inclusion of name of RTL and its directors / guarantors etc in credit information companies (CiCs) list of willful
defaulters and seeking representation against the said order. The Corporate Debtor and its subsidiaries have been responding to said
show cause notices and intimations, from time to time. The Corporate Debtor in its response has highlighted that the proceedings
and the classification of the Corporate Debtor as a willful defaulter is barred during the prevailing moratorium under section 14 of
the Code and protection is available in terms of section 32A of the Code and asserting that accordingly, no action can be said to lie
against the Corporate Debtor for classification as fraud and requested the banks to withdraw the notices. Further, certain banks had
issued notices seeking personal hearing by the authorized representative of the Corporate Debtor and its subsidiaries in respect of the
aforesaid matter. Hearings were attended to and necessary submissions were made in accordance with the submissions made earlier
in the responses to the show cause notices.
Further, the Corporate Debtor and Reliance Telecom Limited (RTL) has received a letter dated August 7, 2023 from one of the
banks, vide which the bank has indicated, inter alia, that it has received a forensic audit report dated October 15, 2020 of M/s BDO
India LLP wherein certain ‘irregularities / anomalies / commissions / omissions’ have been pointed out by the forensic auditor. The
said letter and report were accordingly tabled at the meeting of the Directors on August 12, 2023. In respect of the same, the
bank has sought the views, inter alia, of the erstwhile management of the Corporate Debtor on the said report. The management
had expressed that management views had not been sought prior to the issuance of the report. Further to receipt of a copy of the
filings made before the Hon’ble Delhi High Court in the aforesaid matter, the Corporate Debtor and RTL had provided information to
the forensic auditor during the period from March 2021 to November 2021 and it is not yet ascertained if the report incorporates
and has considered such information. RP however has maintained that the Corporate Debtor and RTL is undergoing corporate
insolvency resolution process in terms of the Code and the forensic audit report prima facie appears to pertain to the period prior to
the corporate insolvency resolution process, the Corporate Debtor and RTL has already responded to the letter that the proceedings
and the classification of the Corporate Debtor and RTL as a fraud is barred during the prevailing moratorium under Section 14 of
the Code and protection is available in terms of Section 32A of the Code and accordingly, no action should lie against the Corporate
Debtor and RTL for classification as fraud and notice against the Corporate Debtor should be withdrawn and the RP, Corporate Debtor
and RTL shall have a limited responsibility to only share any information sought from it. Similar to the letter received on August 7,
2023, Corporate Debtor has also received another letter dated May 7, 2024 from another bank, where the bank has indicated, that
with respect to the loan account of the Corporate Debtor, it has conducted forensic audit wherein element of fraud is identifiable
and before coming to final conclusion basis the forensic audit report dated October 15, 2020, the bank has sought the Corporate
Debtor’s representation as to why the Corporate Debtor’s account should not be classified as ‘fraud’ in terms of the ‘Master Directions
126
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
on Frauds – Classification and Reporting by Commercial Banks and Select FIs’ dated July 1, 2016 issued by Reserve Bank of India. On
receipt of the said letter, while the Corporate Debtor has made necessary disclosures to the relevant stock exchange in accordance
with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate
Debtor has also issued a response to the letter dated May 7, 2024 maintaining a similar stance (as against the letter dated August 7,
2023)inter alia citing that the Corporate Debtor is undergoing corporate insolvency resolution process in terms of the Code and the
forensic audit report prima facie appears to pertain to the period prior to the corporate insolvency resolution process and hence any
classification of the loan accounts of the Corporate Debtor as a fraud is barred during the prevailing moratorium under Section 14 of
the Code and protection is available in terms of Section 32A of the Code and accordingly, no action should lie against the Corporate
Debtor for classification as fraud and notice against the Corporate Debtor should be withdrawn. Currently, there is no impact of such
notices/letter issued from banks, in the standalone financial statements.
Note:2.56
During the year, on October 16, 2023, the Hon’ble Supreme Court of India has pronounced a judgement regarding the treatment of
AGR paid to DOT since July 1999, as capital in nature and not revenue expenditure for the purpose of computation of taxable income
in a matter to which the Company is not a party. The Company has applied for renewal of its license as stated in Note 4 above.
The terms of renewed license regime are different from those of the licenses dealt with in the aforesaid judgement. Further,
there have been no disallowances in earlier years, by the tax authorities, on the AGR payments claimed by the Company as
revenue expenditure in its tax filings. In the absence of any claim by the tax authorities against the Company and/ or directions or
clarifications from the income tax department in this regard, no adjustments have been made to these standalone financial statements
for the year ended March 31, 2024.
Note:2.57
The annual audited financial statements for the year ended March 31,2023 have not been adopted by the shareholders in the
Annual General Meeting held on September 30, 2023 with requisite majority and accordingly, the provisional / un adopted financial
statement has been filed with Registrar of Companies on October 28, 2023 in accordance with section 137 of the Companies Act,
2013. The management believes that the aforesaid matter does not have any impact in the accompanying standalone financial
results of the Company.
Note: 2.58
The Company is engaged in the business of providing infrastructural facilities as per Section 186 (11) read with Schedule VI of the
Act. Accordingly, Section 186 of the Act is not applicable to the Company.
Note: 2.59
The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies incorporated in India under the proviso to
Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment incorporated in India Rules
2021 requiring companies, which uses accounting software for maintaining its books of accounts. The Companies shall use only
such accounting software, which has a feature of recording audit trail of each and every transaction, creating an edit log of each
change made in the books of accounts along with the date when such changes were made and ensuring that the audit trail cannot
be disabled.
The Company uses the accounting software SAP and other peripheral applications for maintaining books of accounts. During the year
ended March 31, 2024, the Company has not enabled the feature of recording audit trail (edit log) at the database level for the said
accounting software SAP and other peripheral applications to log any direct changes to the database on account of recommendation
in the accounting software administration guide which states that enabling the same all the time, consume storage space on the disk
and can impact database performance significantly. Audit trail (edit log) is enabled at the application level, however, in case of one
peripheral application, audit logs are available only from January 2024 to March 2024.
Note: 2.60
Bonn Investment Inc. (“Bonn”), an US entity and a subsidiary of Reliance Infocomm Inc. (“RII”), USA, a step-down subsidiary of
RCOM, held an apartment at 400 W 12th Street #4EF New York, NY 10014 (Property). During the year, in August 2023, the director
of Bonn, sold the Property to a third party, without any authorization from or intimation to its shareholders (including RCOM) for a
value of USD 8.3 million. The Resolution Professional noted this transaction in the financial statements of Bonn for the period ended
September 30, 2023 received from the director for consolidation purposes. Further, on April 23, 2024, through the Auditor of Bonn,
the Resolution Professional and Company was made aware of an investment agreement between Bonn and AZCO Realty, UAE, it is
observed that vide said investment agreement, Bonn (through its director) agreed to invest USD 25 million in AZCO Realty (“AZCO”)
and Bonn has already made investment of USD 8.2 million which is reflected as Capital Advance towords investment (1st Tranche)
from the sale proceeds of the Property. As per the terms of agreement, Bonn has agreed to invest remaining amount before May
26, 2024 with AZCO. The Agreement further states that, if Bonn fails to remit the remaining amount to AZCO on or before May 26,
2024, the investment agreement shall be automatically nullified and Bonn shall have no rights to claim back the amount already
invested, i.e. USD 8.2 million which formed part of the sale proceeds of the Property. This entire transaction did not have approval
127
Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
from the shareholders (including RCOM). The Company has sent a notice to the director seeking clarification regarding the same but
has not received any explanation so far. The Company is in the process of examining the legal remedies for the actions taken by the
director Suo-moto, including recovery of the advance given to AZCO.
Note: 2.61
During the year ended March 31, 2024, Reliance Communications (Australia) PTY Limited and Reliance Communications (New
Zealand) PTE Limited, both step-down overseas subsidiary companies of the Corporate Debtor, having no operations, have been
deregistered w.e.f June 04, 2023 and June 22, 2023 respectively by the authorities in the respective country pursuant to an
application by the said companies in this regard. Accordingly, the corporate debtor has written off its receivable in ` 0.16 Crore the
standalone financial statements.
Note: 2.62
The Directors of the Corporate Debtor have approved the above financial statements at their meeting held on May 29, 2024 which
was chaired by Mr. Anish Niranjan Nanavaty, Resolution Professional (‘RP’) of the Corporate Debtor and RP took the same on record
basis recommendation from the directors.
With respect to the standalone financial statements for the year ended March 31, 2024, the RP has signed the same solely for the
purpose of ensuring compliance by the Corporate Debtor with applicable laws, and subject to the following disclaimers:
(i) The RP has furnished and signed the report in good faith and accordingly, no suit, prosecution or other legal proceeding shall lie
against the RP in terms of Section 233 of the Code;
(ii) No statement, fact, information (whether current or historical) or opinion contained herein should be construed as a representation
or warranty, express or implied, of the RP including, his authorized representatives and advisors;
(iii) The RP, in review of the standalone financial statements and while signing these standalone financial statements, has relied upon
the assistance provided by the directors of the Corporate Debtor, and certifications, representations and statements made by
the directors of the Corporate Debtor, in relation to these standalone financial statements. The standalone financial statements
of the Corporate Debtor for the year ended March 31, 2024 have been taken on record by the RP solely on the basis of and
relying on the aforesaid certifications, representations and statements of the aforesaid directors and the erstwhile management
of the Corporate Debtor. For all such information and data, the RP has assumed that such information and data are in conformity
with the Companies Act, 2013 and other applicable laws with respect to the preparation of the standalone financial statements
and that they give true and fair view of the position of the Corporate Debtor as of the dates and period indicated therein.
Accordingly, the RP is not making any representations regarding accuracy, veracity or completeness of the data or information in
the standalone financial statements.
(iv) In terms of the provisions of the Code, the RP is required to undertake a review to determine avoidance transactions. Such
review has been completed and the RP has filed the necessary applications with the adjudicating authority, which are currently
sub-judice.
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Reliance Communications Limited
Notes to Financial Statements for the year ended March 31, 2024
ANNEXURE I
Statement on Impact of Audit Qualifications (for audit report with modified opinion) submitted along-with
Annual Audited Financial Results - Standalone)
Statement on Impact of Audit Qualifications for the Financial Year ended March 31, 2024
[See Regulation 33 / 52 of the SEBI (LODR) (Amendment) Regulations, 2016]
I Sr. Particulars Audited Figures Audited Figures
No. (as reported before adjusting (audited figures after adjusting
for qualifications) for qualifications)
1 Turnover / Total income 298 298
2 Total Expenditure 464 464
3 Exceptional Items (991) (991)
4 Net Profit/(Loss) after exceptional items (1,157) (1,157)
5 Net Profit/ (Loss) from Discontinued Operations (5,912) (10,910)
6 Earnings Per Share (25.76) (43.97)
7 Total Assets 39,208 39,208
8 Total Liabilities 1,00,287 1,32,750
9 Net worth (61,080) (93,543)
10 Any other financial item(s) (as felt appropriate by - -
the management)
III Signatories:
Resolution Professional Anish Niranjan Nanavaty
Director Grace Thomas
CFO Srinivasan Gopalan
Statutory Auditor For Pathak H. D. & Associates LLP
Chartered Accountants
Firm Registration No. 107783W/W100593
Jigar T. Shah
Partner
Membership No. 161851
UDIN: 24161851BKBHIF6713
Place : Mumbai
Date : May 29, 2024
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Reliance Communications Limited
To the Members of Reliance Communications Limited in compliance with Ind AS 105 “Non Current Assets Held
for Sale and Discontinued Operations”. Accordingly, we are
Report on the Audit of the Consolidated Financial Statements unable to comment on the consequential impact, if any,
on the carrying amount of Assets Held for Sale and on the
Corporate Insolvency Proceedings as per Insolvency and reported losses for the year ended March 31, 2024.
Bankruptcy Code, 2016 (IBC)
b) We draw attention to Note no. 2.55 of the consolidated
financial statements regarding admission of the Holding
The Hon’ble National Company Law Tribunal, Mumbai Bench
Company and its two subsidiaries into Corporate Insolvency
(“NCLT”) admitted an insolvency and bankruptcy petition
Resolution Process (“CIRP”) and pending determination of
filed by an operational/financial creditor against Reliance
obligations and liabilities including various claims submitted
Communications Limited (“the Holding Company”) and its four
by the Operational/financial/ other creditors and employees
subsidiaries, appointed Resolution Professional (RP) who has
including interest payable on loans during CIRP. We are
been vested with management of affairs and powers of the
unable to comment the accounting impact thereof pending
Board of Directors with direction to initiate appropriate action
reconciliation and determination of final obligation.
contemplated with extant provisions of the Insolvency and
Bankruptcy Code, 2016 and other related rules. The Holding Company and some of it’s subsidiaries have not
provided interest on borrowings amounting to ` 4,968 crore
Qualified Opinion for the year ended March 31, 2024 and ` 25,385 crore
up to the previous financial year based on the basic rates
We have audited the accompanying consolidated financial of interest as per the terms of the borrowings. The Holding
statements of Reliance Communications Limited (“the Holding Company and some of its subsidiaries further has not
Company”) and its subsidiaries (the Holding Company and its debited / credited for foreign exchange loss amounting to `
subsidiaries together referred to as “the Group”) and its associates, 274 crore for the year ended March 31, 2024 and ` 3,779
which comprise the Consolidated Balance Sheet as at March 31, crore foreign exchange loss up to the previous financial
2024, the Consolidated Statement of Profit and Loss (including year. Had such interest and foreign exchange variation as
Other Comprehensive Income ), the Consolidated Statements of mentioned above been provided, the reported loss for the
Changes in Equity and the Consolidated Statement of Cash Flows year ended March 31, 2024 would have been higher by `
for the year then ended, and notes to the consolidated financial 5,242 crore and the Net worth of the Group would have
statements, including a summary of material accounting policies been lower by ` 34,372 crore as at March 31, 2024 and
and other explanatory information (“the consolidated financial ` 29,164 crore as at March 31, 2023. Non provision of
statements”). interest and non-recognition of foreign exchange variation
(gain) / loss is not in compliance with Ind AS 23 “Borrowing
In our opinion and to the best of our information and according to Costs” and Ind AS 21 “The Effects of Changes in Foreign
the explanations given to us, and based on the consideration of Exchange Rates” respectively.
reports of other auditors on separate financial statements of such
c) We draw attention to Note nos. 2.39 and 2.65 of the
subsidiaries and associates as were audited by the other auditors,
consolidated financial statements, regarding the pending
except for the possible effects of matters described in the Basis
comprehensive review of all assets (including investments,
for Qualified Opinion paragraph below, the aforesaid consolidated
receivables and balances lying in Goods and Service Tax) &
financial statements give a true and fair view in conformity with
liabilities, impairment of goodwill on consolidation and non-
the Indian Accounting Standards prescribed under section 133
provision for impairment of carrying value of assets and write
of the Companies Act 2013 (“the Act”) read with the Companies
back of liabilities if any, has not been made in the books of
(Indian Accounting Standards) Rules, 2015, as amended, (“Ind
account by the Group pending completion of the CIRP and
AS”) and other accounting principles generally accepted in India,
various irregularities reported by the forensic auditor M/s
of the state of affairs of the Group and its associates as at March
BDO India LLP, appointed by one of the lenders, in their
31, 2024, their consolidated loss (including consolidated other
forensic audit report for the period from April 01, 2013
comprehensive loss), their consolidated changes in equity and
to March 31, 2017 as communicated by certain banks. In
their consolidated cash flows for the year then ended.
the absence of comprehensive review as mentioned above
for the carrying value of all other assets and liabilities, we
Basis for Qualified Opinion
are unable to comment that whether any adjustment is
a) We draw attention to Note nos. 2.17, 2.39 & 2.46.2(d) required in the carrying amount of such assets and liabilities
of the consolidated financial statements regarding, “Assets and consequential impact, if any, on the reported losses
Held for Sale (AHS)” regarding Wireless Spectrum, Towers, for the year ended March 31, 2024. Non determination
Fibre and Media Convergence Nodes (MCNs) along with of fair value of financial assets & liabilities and impairment
liabilities continues to be classified as held for sale at the in carrying amount of other assets & liabilities are not in
value ascertained at the end of March 31, 2018, for the compliance with Ind AS 109 “Financial Instrument”, Ind
reasons referred to in the aforesaid note and impact of the AS 36 “Impairment of Assets” and Ind AS 37 “Provisions,
non-payment of spectrum instalments due to Department Contingent Liabilities & Contingent Assets”.
of Telecommunication (DOT). Non determination of fair
d) We draw attention to Note no 2.43 of the consolidated
value of Assets Held for Sale as on the reporting date is not financial statements, regarding non adoption of Ind AS 116
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Reliance Communications Limited
i.e. “Leases” effective from April 01, 2019 and the impact responsibilities in accordance with these requirements and
thereof. The Holding Company and some of it’s subsidiaries the Code of Ethics. We believe that the audit evidence
have not applied Ind AS 116. The aforesaid accounting obtained by us and other auditors in terms of their reports
treatment is not in accordance with the relevant Ind AS referred to in “Other Matter” paragraph below, is sufficient
116. and appropriate to provide a basis for our qualified opinion
on the consolidated financial statements.
e) We draw attention to Note nos. 2.39 & 2.46.2(d) of the
consolidated financial statements regarding termination of Emphasis of Matter Paragraph
definitive binding agreement for monetization of assets of
the Holding Company and two of its subsidiaries namely RTL 1. We draw attention to Note no. 2.46.2(c) of the consolidated
& RITL (RITL ceased w.e.f. December 22, 2022) and the financial statements, regarding provision of license fee and
ongoing CIRP, the outcome of which cannot be presently spectrum usage charges by the Holding Company and one
ascertained. Holding Company’s subsidiary namely Reliance of it’s subsidiary, based on management estimates pending
Communications Infrastructure Limited (RCIL) and Reliance special audit from Department of Telecommunications,
Tech Services Limited (RTSL, ceased w.e.f March 03, 2023, pursuant to the judgment of Hon’ble Supreme Court of
refer note no 2.46.2 (b)) has also been admitted under India, vide its order dated October 24, 2019 and status of
Code with effect from September 25, 2019 and August 4, payment thereof which may undergo revision based on any
2020 respectively. The Group has continued to incur losses, development in the said matter.
it’s current liabilities exceed current assets and defaulted in 2. We draw attention to Note no. 2.46.1(a) of the
repayment of its borrowings and payment of statutory dues consolidated financial statements wherein one of the
and pending application of renewal of telecom licenses. lenders of the Holding Company has invoked shares of
Further, auditors of material subsidiaries and an associate of Globalcom IDC Limited (GIDC) a step down subsidiary of
the Holding Company have highlighted material uncertainty the Holding Company and accordingly with effect from
related to going concern / emphasis of matter paragraphs December 12, 2022 GIDC has been de-subsidiarised
related to going concern in their respective audit reports. from the consolidated financial statements. The impact on
This situation indicates that a material uncertainty exists deconsolidation has been shown as exceptional item in the
that may cast significant doubt on the Group’s ability to consolidated financial statements.
continue as a going concern. The accounts, however, has 3. We draw attention to Note no. 2.68 of the consolidated
been prepared by the management on a going concern financial statements, regarding audited financial statements
basis for the reason stated in the aforesaid note. However for the year ended March 31, 2023 have not been adopted
we are unable to obtain sufficient and appropriate audit in the Annual General Meeting held on September 30,
evidence regarding management’s use of the going concern 2023.
basis of accounting in the preparation of the consolidated
financial statements, in view of ongoing CIRP, the outcome Our Opinion is not modified in respect of the above matters.
of which cannot be presently ascertained.
Key Audit Matters
f) We draw attention to Note no 2.62 of the consolidated
financial statements regarding non receipt of balance Key audit matters are those matters that, in our professional
confirmation from balance with Industrial and Commercial judgment, were of most significance in our audit of the
Bank of China in Fixed Deposit account amounting to ` consolidated financial statements of the current year. These
32.79 crore as at March 31, 2024 in respect of one of matters were addressed in the context of our audit of the
the Holding Company’s Subsidiary. Pending receipt of consolidated financial statements as a whole, and in forming our
balance confirmation as on reporting date, we are unable opinion thereon, and we do not provide a separate opinion on
to comment on the consequential impact if any, on the these matters. In addition to the matters stated in our Basis for
consolidated financial statements of the Group. Qualified Opinion paragraph, we have determined the matters
described below to be the key audit matters to be communicated
The Net Worth of the Group excludes the effect of
in our report.
qualification under (a), (c), (d), (e) and (f) above, which are
non-quantifiable as referred therein. For each matter below, our description of how our audit addressed
We conducted our audit of the consolidated financial the matter is provided in that context.
statements in accordance with the Standards on Auditing
We have fulfilled the responsibilities described in the Auditor’s
(SAs) specified under section 143(10) of the Act. Our
responsibilities for the audit of the consolidated financial
responsibilities under those SAs are further described in the
statements section of our report, including in relation to these
Auditor’s Responsibilities for the Audit of the consolidated
matters. Accordingly, our audit included the performance of
financial statements section of our report. We are
procedures designed to respond to our assessment of the risks of
independent of the Group and its associates in accordance
material misstatement of the consolidated financial statements.
with the Code of Ethics issued by the Institute of Chartered
The results of our audit procedures performed by us, including
Accountants of India together with the ethical requirements
the procedures performed to address the matters below, provide
that are relevant to our audit of the consolidated financial
the basis for our audit opinion on the accompanying consolidated
statements under the provisions of the Act, and the
financial statements.
Rules thereunder, and we have fulfilled our other ethical
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Reliance Communications Limited
Key Audit Matter How our audit addressed the Key Audit Matter
1. Revenue Recognition
The accuracy and completeness of revenue amounts recorded by Our audit procedures included, amongst others, the following:
the Group is an inherent industry risk. The revenue of the Group is
Testing the end-to-end reconciliation from business
categorised broadly into service and wholesale revenue. Service
support systems to billing and to the general ledger;
revenue mainly consists of income from fixed line, broadband,
rentals and installations. Wholesale revenue comprises revenue Performing tests on the accuracy of customer bill generation
from interconnection, external administration, capacity sales and process on a sample basis and testing of a sample of the
from resellers. credits and discounts applied to such customer bills;
We considered revenue recognition as a key audit matter as Performed substantive analytical procedures over the
the amount involved is material to the consolidated financial significant revenue streams;
statements and due to the complexity of the systems and
processes used to record revenue. The accounting policy and Involving verification of controls surrounding revenue
relevant disclosures relating to revenue are set out in notes invoicing;
1.3(m) and 2.31 respectively, to the consolidated financial Assessed transactions taking place before and after
statements. year-end to ensure that revenue was recognised in the
appropriate period;
Information Other than the Consolidated Financial Statements and Auditor’s Report Thereon
The Holding Company’s Board of Directors is responsible for the preparation of other information. The other information comprises
the information included in Board’s Report including Annexures to Board’s Report, but does not include the consolidated financial
statements and our auditor’s report thereon.
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Reliance Communications Limited
Our opinion on the consolidated financial statements does not and of its associates is also responsible for overseeing the financial
cover the other information and we will not express any form of reporting process of the Group and of its associates.
assurance conclusion thereon. Auditor’s Responsibilities for the Audit of the Consolidated
In connection with our audit of the consolidated financial Financial Statements
statements, our responsibility is to read the other information Our objectives are to obtain reasonable assurance about whether
identified above when it becomes available and, in doing so, the consolidated financial statements as a whole are free from
consider whether the other information is materially inconsistent material misstatement, whether due to fraud or error, and to
with the consolidated financial statements or our knowledge issue an auditor’s report that includes our opinion. Reasonable
obtained in the audit, or otherwise appears to be materially assurance is a high level of assurance, but is not a guarantee that
misstated. If, based on the work we have performed, we conclude an audit conducted in accordance with SAs will always detect
that there is a material misstatement of this other information; a material misstatement when it exists. Misstatement can arise
we are required to report the fact. We have nothing to report in from fraud or error and are considered material if, individually or
this regard. in the aggregate, they could reasonably be expected to influence
Responsibility of Management and Those Charged with the economic decisions of users taken on the basis of these
Governance for the Consolidated Financial Statements consolidated financial statements.
The consolidated financial statements, which is the responsibility As part of an audit in accordance with SAs, we exercise
of the Holding Company’s Management and is relied upon by professional judgment and maintain professional skepticism
the Resolution Professional based on the assistance provided by throughout the audit. We also:
the Directors and taken on record by the Resolution Professional Identify and assess the risks of material misstatement of
as fully described in Note No 2.70 of the consolidated financial the consolidated financial statements, whether due to fraud
statements. The Holding Company’s Management are responsible or error, design and perform audit procedures responsive to
for the matter stated in section 134(5) of the Act with respect to those risks, and obtain audit evidence that is sufficient and
the preparation and presentation of these consolidated financial appropriate to provide a basis for our opinion. The risk of not
statements that give a true and fair view of the consolidated detecting a material misstatement resulting from fraud is
financial position, consolidated financial performance including higher than for one resulting from error, as fraud may involve
other comprehensive income/(loss), consolidated changes in collusion, forgery, intentional omissions, misrepresentations,
equity and consolidated cash flows of the Group including its or the override of internal control.
associates in accordance with accounting principles generally
accepted in India, including the Indian Accounting Standards Obtain an understanding of internal control relevant to the
prescribed under Section 133 of the Act. audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act,
The respective Management/Board of Directors of the companies
we are also responsible for expressing our opinion on
included in the Group and of its associates are responsible for
whether the Group has adequate internal financial controls
maintenance of adequate accounting records in accordance with
with reference to consolidated financial statements in place
the provisions of the Act for safeguarding of the assets of the
and the operating effectiveness of such controls.
Group and its associates and for preventing and detecting frauds
and other irregularities; selection and application of appropriate Evaluate the appropriateness of accounting policies used
accounting policies; making judgments and estimates that are and the reasonableness of accounting estimates and related
reasonable and prudent; and the design, implementation and disclosures made by the Board of Directors/Resolution
maintenance of adequate internal financial controls, that were Professional /Monitoring Committee.
operating effectively for ensuring accuracy and completeness
of the accounting records, relevant to the preparation and Conclude on the appropriateness of Board of Directors/
presentation of the consolidated financial statements that give Resolution Professional/Monitoring Committee use of the
a true and fair view and are free from material misstatement, going concern basis of accounting and, based on the audit
whether due to fraud or error, which have been used for the evidence obtained, whether a material uncertainty exists
purpose of preparation of the Consolidated Financial Statements related to events or conditions that may cast significant
by the Directors of the Holding Company, as aforesaid. doubt on the ability of the Group and its associates to
continue as a going concern. If we conclude that a material
In preparing the consolidated financial statements, the respective
uncertainty exists, we are required to draw attention in our
Board of Directors/Resolution Professional/Monitoring
auditor’s report to the related disclosures in the consolidated
Committee of the companies included in the Group and of its
financial statements or, if such disclosures are inadequate,
associates are responsible for assessing the ability of the Group
to modify our opinion. Our conclusions are based on the
and its associates to continue as a going concern, disclosing,
audit evidence obtained up to the date of our auditor’s
as applicable, matters related to going concern and using the
report. However, future events or conditions may cause the
going concern basis of accounting unless the respective Board of
Group and its associates to cease to continue as a going
Directors/Resolution Professional/Monitoring Committee either
concern.
intends to liquidate the Group or to cease operations, or has no
realistic alternative but to do so. Evaluate the overall presentation, structure and content
The respective Board of Directors/Resolution Professional/ of the consolidated financial statements, including the
Monitoring Committee of the companies included in the Group disclosures, and whether the consolidated financial
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Reliance Communications Limited
statements represent the underlying transactions and Communications Limited (“the Holding Company”) and two
events in a manner that achieves fair presentation. of its subsidiaries namely Reliance Infratel Limited (RITL,
ceased w.e.f December 22, 2022) and Reliance Telecom
Obtain sufficient appropriate audit evidence regarding the
Limited (RTL) (collectively, the “Corporate Debtors”) vide
financial statements/financial information of the entities
its orders dated May 15, 2018. The committee of creditors
within the Group and its associates to express an opinion on
(“CoC”) of the Corporate Debtors, at the meetings of the
the consolidated financial statements. We are responsible
CoC held on May 30, 2019, in terms of Section 22 (2)
for the direction, supervision and performance of the
of the Code, resolved with the requisite voting share, to
audit of financial information of such entities included in
replace the Interim Resolution Professionals with the
the consolidated financial statements of which we are the
resolution professional (“RP”) for the Corporate Debtor,
independent auditors. For the other entities included in the
which has been confirmed by the NCLT in its orders dated
consolidated financial statements, which have been audited
June 21, 2019 (published on the website of the NCLT on
by other auditors, such other auditors remain responsible
June 28, 2019).
for the direction, supervision and performance of the audits
carried out by them. We remain solely responsible for our 2. Further, Pursuant to an application filed by State Bank of
audit opinion. India before the National Company Law Tribunal, Mumbai
Bench (“NCLT”) in terms of Section 7 of the Insolvency and
Materiality is the magnitude of misstatements in the consolidated
Bankruptcy Code, 2016 read with the rules and regulations
financial statements that, individually or in aggregate, makes
framed thereunder (“Code”), the NCLT had admitted the
it probable that the economic decisions of a reasonably
application and ordered the commencement of corporate
knowledgeable user of the consolidated financial statements may
insolvency resolution process (“CIRP”) of the its subsidiary
be influenced.
namely Reliance Communications Infrastructure Limited
We believe that the audit evidence obtained by us along with the (RCIL) (“the Company”) (“Corporate Debtor”) vide its order
consideration of audit reports of the other auditors referred to in dated September 25, 2019 which has been received by
Other Matters paragraph below, is sufficient and appropriate to the IRP (as defined hereinafter) on September 28, 2019
provide a basis for our qualified audit opinion on the consolidated (“CIRP Order”). The NCLT has appointed Mr. Anish Niranjan
financial statements. Nanavaty as the interim resolution professional for the
Holding Company (“IRP”) vide the CIRP Order who has been
We communicate with those charged with governance of confirmed as the resolution professional of the Company
the Holding Company and such other entities included in (“RP”) by the committee of creditors. On December 19,
the consolidated financial statements of which we are the
2023, Hon’ble NCLT has approved the resolution plan
independent auditors regarding, among other matters, the
submitted by a resolution applicant as approved by CoC,
planned scope and timing of the audit and significant audit
accordingly Mr. Anish Niranjan Nanavaty has ceased to be
findings, including any significant deficiencies in internal control
the RP of RCIL, and RCIL is currently under the supervision
that we identify during our audit.
of a Monitoring Committee (of which the erstwhile RP is a
We also provide those charged with governance with a Statement member) constituted under the provisions of the approved
that we have complied with relevant ethical requirements resolution plan. The implementation of the approved
regarding independence, and to communicate with them all resolution plan is currently pending.
relationships and other matters that may reasonably be thought
3. Further, during the earlier year, Reliance Tech Services
to bear on our independence, and where applicable, related
Limited (RTSL), a wholly owned subsidiary of the Holding
safeguards.
Company, has been admitted by NCLT on August 04, 2020
From the matters communicated with those charged with for CIRP under the Code and Mr. Anjan Bhattacharya has
governance, we determine those matters that were of most been appointed as the Resolution Professional by the
significance in the audit of the consolidated financial statements Hon’ble NCLT. During the previous year, NCLT vide order
of the current period and are therefore the key audit matters. dated March 03, 2023 ordered the liquidation of the RTSL
We describe these matters in our auditor’s report unless law or and appointed Mr. Ashok Mittal as Liquidator.
regulation precludes public disclosure about the matter or when,
4. The consolidated financial statements of the Holding
in extremely rare circumstances, we determine that a matter
Company shall be signed by the Chairperson or Managing
should not be communicated in our report because the adverse
Director or Whole Time Director or in absence of all of them,
consequences of doing so would reasonably be expected to
it shall be signed by any Director of the Holding Company
outweigh the public interest benefits of such communication.
who is duly authorized by the Board of Directors to sign the
Other Matters consolidated financial statements. As mentioned in Note
No. 2.70 of the consolidated financial statements, in view
1. Pursuant to applications filed by Ericsson India Pvt. Ltd. of the ongoing CIRP, the powers of the board of directors
before the National Company Law Tribunal, Mumbai Bench stand suspended and are exercised by the RP.
(“NCLT”) in terms of Section 9 of the Insolvency and
Bankruptcy Code, 2016 read with the rules and regulations 5. We did not audit the financial statements / financial
framed thereunder (“Code”), the NCLT had admitted information of fifteen subsidiaries, whose financial
the applications and ordered the commencement of statements / financial information reflect total assets of
corporate insolvency resolution process (“CIRP”) of Reliance ` 1,337 crore as at March 31, 2024, total revenues of
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Reliance Communications Limited
` 18 crore and net cash outflows amounting to ` 0.64 of the Companies (Audit and Auditors) Rules, 2014,
crore for the year ended on that date, as considered in the proper books of account as required by law relating
consolidated financial statements. The consolidated financial to preparation of the aforesaid consolidated financial
statements also include the Group’s share of net profit/ statements have been kept so far as it appears from
(loss) of ` 0.44 crore for the year ended March 31, 2024, our examination of those books and the reports of the
as considered in the consolidated financial statements, other auditors.
in respect of two associates, whose financial statements
(c) The consolidated balance sheet, the consolidated
/ financial information have not been audited by us.
statement of profit and loss (including other
These financial statements / financial information have
comprehensive loss), the consolidated statements of
been audited by other auditors whose reports have been
cash flows and the consolidated statements of changes
furnished to us by the Management and our opinion on the
in equity dealt with by this report are in agreement
consolidated financial statements, in so far as it relates to
with the books of account maintained for the purpose
the amounts and disclosures included in respect of these
of preparation of the consolidated financial statements.
subsidiaries and associates, and our report in terms of sub-
section (3) of Section 143 of the Act, in so far as it relates (d) In our opinion, the aforesaid consolidated financial
to the aforesaid subsidiaries and associates, is based solely statements comply with the Accounting Standards
on the reports of the other auditors. specified under Section 133 of the Act, read with
the Companies (Indian Accounting Standards) Rules,
6. We did not audit the financial statements / financial 2015, as amended, except requirement of Ind AS 105
information of fourteen subsidiaries, whose financial “Non-Current Assets Held for Sale and Discontinued
statements / financial information reflect total assets of ` Operations”, Ind AS 23 “Borrowing Cost”, Ind AS 21
152 crore as at March 31, 2024, total revenues of ` 36
“Effects of Changes in foreign exchanges”, Ind AS 116
crore and net cash inflows amounting to ` 0.70 crore for the
“Leases”, Ind AS 109 “Financial Instruments”, Ind AS
year ended on that date, as considered in the consolidated
36 “Impairment of Assets”, Ind AS 37 “Provisions,
financial statements. These financial statements / financial
Contingent Liabilities and Contingent Assets”, with
information are unaudited and have been furnished to us by
regard to matters described in the Basis of Qualified
the Board of Directors and our opinion on the consolidated
Opinion paragraph above.
financial statements, in so far as it relates to the amounts
and disclosures included in respect of these subsidiaries, and (e) The matters described under the Basis for Qualified
our report in terms of sub-section (3) of Section 143 of the Opinion paragraph above and Qualified Opinion
Act in so far as it relates to the aforesaid subsidiaries, is based paragraph of ‘Annexure A’ to this report in our opinion,
solely on such unaudited financial statements / financial may have an adverse effect on functioning of the
information. In our opinion and according to the information Group and on the amounts disclosed in consolidated
and explanations given to us by the Management, these financial statements of the Group;
financial statements / financial information are not material (f) The qualification relating to the maintenance of
to the Group. accounts and other matters connected therewith with
Our Opinion on the consolidated financial statements, and our respect to consolidated financial statements are as
report on other Legal and Regulatory requirements below, is not stated in the Basis for Qualified Opinion section and
modified in respect of the above matters with respect to our paragraph 1(b) above of our report and paragraph
reliance on the work done and the reports of the other auditors 1(j)(vi) below on reporting under Rule 11(g) of the
and financial statements or information certified by the respective Companies (Audit and Auditors) Rules, 2014 (as
management. amended).
Report on Other Legal and Regulatory Requirements (g) On the basis of the written representations received
from two directors of the Holding Company as
1. As required by Section 143(3) of the Act, based on our audit on March 31, 2024 taken on record by the Board
and on the consideration of reports of the other auditors of Directors of the Holding Company and based on
on separate financial statements of such subsidiaries and legal opinion obtained by the Holding Company with
associates as were audited by other auditors, as noted in regard to non payment of debenture holder’s due
the ‘Other Matters’ paragraph, we report, to the extent and the reports of statutory auditors of its subsidiary
applicable, that: companies and associate companies incorporated in
India, these two directors are not disqualified as on
(a) Except for the matters described in the Basis of Qualified
March 31, 2024 from being appointed as a director
Opinion paragraph, we have sought and obtained all
in terms of Section 164 (2) of the Act. Further as
the information and explanations which to the best
mentioned in Note no. 2.59 of the consolidated
of our knowledge and belief were necessary for the
financial statements, the directors of the Holding
purposes of our audit of the aforesaid consolidated
Company have resigned from the position of director,
financial statements.
however their resignation has not been accepted for
(b) In our opinion, except for the matters described in the reason stated in the said note and the Holding
Basis for Qualified Opinion section and matter stated in Company has not received declaration from these
paragraph 1(j)(vi) below on reporting under Rule 11(g) directors in this regard, accordingly we are unable to
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Reliance Communications Limited
comment whether these directors are disqualified as to the best of its knowledge and belief
on March 31, 2024 from being appointed as a director no funds have been advanced or loaned
in terms of Section 164(2) of the Act. or invested (either from borrowed funds
or share premium or any other sources or
In case of certain subsidiaries incorporated in India,
kind of funds) by the Holding Company, its
those companies have not received declaration from
subsidiaries and associates to or in any other
one of the director in terms of section 164(2) of the person or entity, including foreign entities
Act (Refer Note 2.59 of the consolidated financial (“Intermediaries”), with the understanding,
statements), accordingly we are unable to comment whether recorded in writing or otherwise,
whether the said director is disqualified as on March that the Intermediary shall, whether, directly
31, 2024 from being appointed as a director in terms or indirectly lend or invest in other persons or
of Section 164(2) of the Act. entities identified in any manner whatsoever
(h) With respect to the adequacy of the internal financial by or on behalf of the Holding Company
controls with reference to consolidated financial or any of such subsidiaries and associates
statements of the Holding Company, its subsidiary (“Ultimate Beneficiaries”) or provide any
companies and associate companies incorporated in guarantee, security or the like on behalf of
the Ultimate Beneficiaries;
India and the operating effectiveness of such controls,
refer to our separate Report in “Annexure A”. (b) The respective managements of the Holding
Company, its subsidiaries and associates
(i) With respect to the other matters to be included in the
which are incorporated in India whose
Auditor’s Report in accordance with the requirements
financial statements have been audited under
of section 197(16) of the Act, as amended: the Act have represented to us and other
In our opinion and to the best of our information and auditors of such subsidiaries respectively
according to the explanation given to us, and based on that, to the best of their knowledge and
the reports of the statutory auditors of such subsidiary belief no funds have been received by
companies and associate companies incorporated in the Holding Company, its subsidiaries
India which were not audited by us, the managerial and associates from any person or entity,
remuneration paid/provided by the Holding Company, including foreign entities (“Funding Parties”),
its subsidiary companies and associate companies to its with the understanding, whether recorded
directors is in accordance with the requisite approval, in writing or otherwise, that the Holding
where applicable, by shareholders as mandated by the Company, its subsidiaries and associates
shall, whether, directly or indirectly, lend or
provision of section 197 read with schedule V of the
invest in other persons or entities identified
Act.
in any manner whatsoever by or on behalf of
(j) With respect to the other matters to be included in the Funding Party (“Ultimate Beneficiaries”)
the Auditor’s Report in accordance with Rule 11 of or provide any guarantee, security or the like
the Companies (Audit and Auditor’s) Rules, 2014, in on behalf of the Ultimate Beneficiaries; and
our opinion and to the best of our information and
(c) Based on our audit procedure that has been
according to the explanations given to us and based on
considered reasonable and appropriate in
the consideration of the reports of the other auditors
the circumstances performed by us and
on separate financial statements of the subsidiaries and
that performed by the other auditors of
associates, as noted in the ‘Other Matters’ paragraph: the subsidiaries, and associates which are
i. The consolidated financial statements have companies incorporated in India whose
disclosed the impact of pending litigations on its financial statements have been audited
consolidated financial position of the Group and under the Act, nothing has come to our
its associates; notice that has caused us to believe that the
representations under sub-clause (a) and (b)
ii. The Group and its associate companies did not
contain any material misstatement.
have any material foreseeable losses on long-
term contracts including derivative contracts; v. The Holding Company and its subsidiaries have
iii. There are no amounts, which are required to not declared or paid any dividend during the year.
be transferred to the Investor Education and vi. Based on our examination which included test
Protection Fund by the Holding Company, or its checks performed by us on the Holding Company,
subsidiary companies and associate companies and by the respective auditors of the subsidiaries
incorporated in India during the year ended March and associates, which are companies incorporated
31, 2024. in India and audited under the Act, the Group and
iv. (a) The respective managements of the Holding its associates has used an accounting software
Company, its subsidiaries and associates SAP, Tally and other peripheral applications for
which are incorporated in India whose maintaining its books of account for the year
financial statements have been audited ended March 31, 2024 which has a feature of
under the Act have represented to us that, recording audit trail (edit log) facility. However, as
stated in note no. 2.67, no audit trail has been
136
Reliance Communications Limited
enabled at the database level for logging any Companies (Audit and Auditors) Rules, 2014 on
direct changes in database in accounting software preservation of audit trail as per the statutory
SAP and other peripheral applications for the requirements for record retention is not applicable
year ended March 31, 2024 in case of Holding for the financial year ended March 31, 2024.
Company and its certain subsidiary companies.
Further, the audit trail facility has been operated 2. With respect to the matters specified in paragraphs 3(xxi)
throughout the year for all relevant transactions and 4 of the Companies (Auditor’s Report) Order, 2020
recorded in the software except in one peripheral (the “Order”/ “CARO”) issued by the Central Government
application in case of Holding Company wherein in terms of Section 143(11) of the Act, to be included
audit logs are available only from January 2024 in the Auditor’s report, according to the information and
to March 2024. Further, during the course of our explanations given to us, and based on the CARO reports
audit we did not come across any instance of issued by us for the Holding Company and CARO reports
audit trail feature being tampered with. issued by the respective auditors of its subsidiaries included
in the consolidated financial statements, to which reporting
vii. As proviso to Rule 3(1) of the Companies under CARO is applicable, the adverse/qualified remarks are
(Accounts) Rules, 2014 is applicable from April
as under:
01, 2023, reporting under Rule 11(g) of the
Jigar T. Shah
Partner
Membership No: 161851
UDIN: 24161851BKBHIK8420
137
Reliance Communications Limited
‘Annexure A’ to the Independent Auditor’s Report on the consolidated financial statements for the year ended March 31, 2024
Report on the Internal Financial Controls with reference to the aforesaid consolidated financial statements under clause (i) of
sub-section 3 of section 143 of the Companies Act, 2013 (“the Act”)
(Referred to in Paragraph (1)(h) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
In conjunction with our audit of the consolidated financial statements of the Reliance Communications Limited (“the Holding
Company”) as of and for the year ended March 31, 2024, we have audited the internal financial controls with reference to the
consolidated financial statements of Reliance Communications Limited and its subsidiaries (the Holding Company and its subsidiaries
together referred to as “the Group”) and its associate companies which are companies incorporated in India, as of that date.
The respective Board of Directors of the Holding Company, its subsidiaries and associates which are companies incorporated in India
are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to
consolidated financial statements criteria established by the respective company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of
Chartered Accountants of India (the “Guidance Note”). These responsibilities include the design, implementation and maintenance
of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required
under the Act.
Auditor’s Responsibility
Our responsibility is to express an opinion on the internal financial controls with reference to consolidated financial statements of the
Holding Company, it’s subsidiaries and associates, which are companies incorporated in India, based on our audit. We conducted our
audit in accordance with the Guidance Note and the Standards on Auditing as specified under Section 143(10) of the Act, to the
extent applicable to an audit of internal financial controls with reference to the consolidated financial statements. Those Standards
and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls with reference to the consolidated financial statements was established
and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with
reference to consolidated financial statements and their operating effectiveness. Our audit of internal financial controls with reference
to consolidated financial statements included obtaining an understanding of internal financial controls, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of
the consolidated financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports
referred to in Other Matters paragraph below, is sufficient and appropriate to provide a basis for our qualified opinion on the internal
financial controls with reference to consolidated financial statements.
A Group’s internal financial controls with reference to the consolidated financial statements is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes
in accordance with generally accepted accounting principles.
A Group’s internal financial control with reference to the consolidated financial statements includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the Group; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
consolidated financial statements in accordance with generally accepted accounting principles and that receipts and expenditures
of the Group are being made only in accordance with authorizations of management and directors of the Group; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Group’s assets
that could have a material effect on the consolidated financial statements.
Inherent Limitations of Internal Financial Controls with reference to the consolidated financial statements
Because of the inherent limitations of internal financial controls with reference to the consolidated financial statements, including the
possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not
be detected. Also, projections of any evaluation of the internal financial controls with reference to consolidated financial statements
to future periods are subject to the risk that the internal financial control with reference to the consolidated financial statements
138
Reliance Communications Limited
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
According to the information and explanations given to us and based on our audit, the following material weaknesses have been
identified in the operating effectiveness of the Holding Company and some of its subsidiary companies internal financial controls with
reference to consolidated financial statements as at March 31, 2024:
i. In case of the Holding Company and some of its subsidiaries internal process with regard to confirmation and reconciliation of
Balances of trade receivable, trade payables and other liabilities and loan & advances which are not providing for adjustments,
which are required to be made to the carrying values of such assets and liabilities (Read with Note no. 2.39).
ii. In case of the Holding Company and some of its subsidiaries the internal control process in respect of closure of outstanding
entries in Bank Reconciliation Statements which are pending to be reconciled.
iii. The Holding Company and some of its subsidiaries have delayed in payment of certain statutory dues and delays in filing of
certain statutory returns during the year with the respective authorities.
iv. In respect of transactions carried out by Director of foreign subsidiary company without obtaining the adequate approvals from
the Management of the Holding Company. (Refer note no. 2.69)
v. The Group’s internal financial control with regard to the compliance with the applicable Indian Accounting Standards and
evaluation of carrying values of assets and liabilities and other matters, as fully explained in Basis for Qualified Opinion paragraph
of our main report, resulting in the Group not providing for adjustments, which are required to be made, to the consolidated
financial statements.
A ‘material weakness’ is a deficiency, or a combination of deficiencies, in internal financial control with reference to consolidated
financial statements, such that there is a reasonable possibility that a material misstatement of the Group’s financial statements will
not be prevented or detected on a timely basis.
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of
reports of other auditors, as referred to in other matters paragraph below, except for the effects / possible effects of the material
weaknesses described above under Basis for Qualified Opinion paragraph on the achievement of the objectives of the control criteria,
the Holding Company, it’s subsidiaries and associates, which are incorporated in India, has, in all material respects an adequate internal
financial controls system with reference to consolidated financial statements and such internal financial controls with reference to
consolidated financial statements were operating effectively as at March 31, 2024, based on the internal control with reference to
consolidated financial statements criteria established by the Group considering the essential components of internal control stated in
the Guidance Note on Audit of Internal financial controls over financial statements issued by the ICAI.
We have considered material weakness identified and reported above in determining the nature, timing, and extent of audit tests
applied in our audit of the consolidated financial statements of the Group for the year ended March 31, 2024 and these material
weaknesses affect our opinion on the consolidated financial statements of the Group for the year ended March 31, 2024 [our audit
report dated May 29, 2024, which expressed a qualified opinion on those consolidated financial statements of the Group].
Other Matters
Our report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with
reference to these consolidated financial statements, in so far as it relates to separate financial statements of 11 subsidiaries and 1
associate, which are companies incorporated in India, is based on the corresponding reports of the auditors of such subsidiaries and
associates incorporated in India.
139
Reliance Communications Limited
(` in crore)
Notes As at As at
March 31, 2024 March 31, 2023
(Refer Note 2.68)
ASSETS
Non Current Assets
(a) Property, Plant and Equipment 2.01 1,468 1,630
(b) Capital Work in Progress 2.01 64 69
(c) Goodwill 2.02 1,420 1,450
(d) Other Intangible Assets 2.03 7 7
(e) Financial Assets
(i) Investment in Associates and others 2.04 35 56
(ii) Other Financial Assets 2.05 2 1
(f) Deferred Tax Asset (net) 2.06 5 5
(g) Income Tax Asset (net) 2.07 96 91
(h) Other Non Current Assets 2.08 1,081 4,178 984 4,293
Current Assets
(a) Inventories 2.09 2 2
(b) Financial Assets
(i) Investments 2.10 - -
(ii) Trade Receivables 2.11 311 288
(iii) Cash and Cash Equivalents 2.12 205 218
(iv) Bank Balances other than (iii) above 2.13 181 170
(v) Loans 2.14 387 385
(vi) Other Financial Assets 2.15 115 132
(c) Other Current Assets 2.16 4,903 5,002
(d) Assets held for Sale 2.17 26,272 32,376 26,278 32,475
Total Assets 36,554 36,768
EQUITY AND LIABILITIES
Equity
(a) Equity Share Capital 2.18 1,383 1,383
(b) Other Equity 2.19 (83,513) (76,274)
Equity Attributable to Shareholders of the parent (82,130) (74,891)
Non-Controlling Interest 2.20 (6) (5)
Total Equity (82,136) (74,896)
LIABILITIES
Non-Current Liabilities
(a) Financial Liabilities
(i) Borrowings 2.21 436 445
(b) Other Non-Current Liabilities 2.22 106 114
(c) Deferred Tax Liabilities (net) 2.06 238 230
(d) Provisions 2.23 6 786 6 795
Current Liabilities
(a) Financial Liabilities
(i) Borrowings 2.24 46,795 46,816
(ii) Trade Payables 2.25
Due to Micro and Small Enterprises 52 46
Due to Creditors Other than Micro and Small Enterprises 3,618 3,562
(iii) Other Financial Liabilities 2.26 55,332 49,211
(b) Deferred Revenue (Refer Note 2.56) 2.27 17 17
(c) Other Current Liabilities 2.28 529 576
(d) Income Tax Liabilities (net) (Previous year ` 8,55,856) 2.29 4 -
(e) Provisions 2.30 1,229 1,229
(f) Liabilities directly related to Asset held for Sale 2.17 10,328 1,17,904 9,412 1,10,869
Total Equity and Liabilities 36,554 36,768
Material Accounting Policies 1
Notes on Accounts 2
The Notes referred to above form an integral part of the Consolidated Financial Statements.
As per our report of even date For Reliance Communications Limited
For Pathak H.D. & Associates LLP
Chartered Accountants Resolution Professional Anish Niranjan Nanavaty
Firm Reg. No.: 107783W/W100593
Director Grace Thomas
(DIN: 07079566)
Jigar T. Shah Chief Financial Officer Srinivasan Gopalan
Partner
Membership No. 161851 Company Secretary Rakesh Gupta
Membership No:F5951
Place : Mumbai
Date : May 29,2024
140
Reliance Communications Limited
Consolidated Statement of Profit and Loss for the year ended March 31, 2024
(` in crore)
Particulars Notes For the year ended For the year ended
March 31, 2024 March 31, 2023
(Refer Note 2.68)
1 INCOME
(a) Revenue from Operations 2.31 383 479
(b) Other Income 2.32 72 26
(c) Total Income ((a) + (b)) 455 505
2 EXPENSES
(a) Access Charges, License Fees and Network Expenses 2.33 175 225
(b) Employee Benefits Expenses 2.34 38 52
(c) Finance Costs 2.35 47 47
(d) Depreciation, Impairment and Amortisation 2.01 & 2.03 127 136
(e) Sales and General Administration Expenses 2.36 181 221
(f) Total Expenses ((a) to (e)) 568 681
3 Profit / (Loss) before share of Profit of associates, exceptional items and Tax (113) (176)
(1(c) – 2(f))
4 Share of (Loss)/ Profit of Associates (` 43,87,733) – (2)
5 Profit / (Loss) before Exceptional Items and Tax (3 – 4) (113) (174)
6 Exceptional Items 2.46.1
Profit/ (Loss) on De-Subsidiarisation 26 (106)
7 Profit / (Loss) before Tax (5 + 6) (87) (280)
8 Tax expenses:
(a) Current Tax 6 –
(b) Short /(Excess) provision of earlier years – (3)
(c) Deferred Tax Charge/ (Credit) (net) (including MAT Credit) (Previous year ` 2.06 8 14 – (3)
18,25,444)
9 Profit / (Loss) After Tax from Continuing Operations (7 – 8) (101) (277)
10 Profit / (Loss) before Exceptional Items and Tax from Discontinued Operations (962) (852)
11 Exceptional Items relating to Discontinued Operations
Loss on De-Subsidiarisation (Including provisions) 2.46.2 (a) – 7,375
& (b)
Provision for Liability on account of License and Spectrum Fee 2.46.2 (c) 6,149 6,280
12 Profit / (Loss) before Tax (10 – 11) (7,111) (14,507)
13 Tax Credit / (Expenses) on Discontinued operations
(a) Deferred Tax Charge / (Credit) (net) (including MAT Credit) – –
(b) Earlier year tax – – – –
14 Profit /(Loss) after Tax from Discontinued Operations (12 – 13) (7,111) (14,507)
15 Other Comprehensive Income
(a) Items that will not be reclassified to profit or loss
(i) Remeasurement gain/ (loss) of defined employee benefit plans (net - –
of tax) ` 10,31,905 (Previous year ` 4,90,784)
(ii) Net gain/ (loss) on Equity Shares carried out at fair value (net of (16) –
tax)
(b) Items that will be reclassified to profit or loss
(i) Exchange gain/ (loss) on translation of financial statements of (13) 181
foreign operations
Other Comprehensive Income / (Loss) for the year (29) 181
16 Total Comprehensive Income/(Loss) for the year (9+ 14 + 15) (7,240) (14,603)
17 Profit / (Loss) for the year attributable to
Shareholders (7,212) (14,499)
Non Controlling Interest – (285)
18 Total Comprehensive Income / (Loss) attributable to
Shareholders (7,240) (14,318)
Non Controlling Interest – (285)
19 Earnings per Share of ` 5 each fully paid up (Basic and Diluted) 2.45
(before exceptional items)
(a) Continuing Operations (0.46) (0.62)
(b) Discontinued Operations (3.50) (2.07)
(c) Continuing and Discontinuing Operations (3.97) (2.69)
(after exceptional items)
(a) Continuing Operations (0.37) (1.01)
(b) Discontinued Operations (25.91) (51.82)
(c) Continuing and Discontinuing Operations (26.28) (52.83)
Material Accounting Policies 1
Notes on Accounts 2
The Notes referred to above form an integral part of the Consolidated Financial Statements.
As per our report of even date For Reliance Communications Limited
For Pathak H.D. & Associates LLP
Chartered Accountants Resolution Professional Anish Niranjan Nanavaty
Firm Reg. No.: 107783W/W100593
Director Grace Thomas
(DIN: 07079566)
Jigar T. Shah Chief Financial Officer Srinivasan Gopalan
Partner
Membership No. 161851 Company Secretary Rakesh Gupta
Membership No:F5951
Place : Mumbai
Date : May 29,2024
141
Consolidated Statement of Changes in Equity for the year ended March 31, 2024
142
(` in crore)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
(a) Equity Share Capital (Refer Note 2.18 and 2.68)
Balance at the beginning of the year 1,383 1,383
Change in equity share capital during the year - -
Balance at the end of the year 1,383 1,383
Income / (Loss)
Capital Securities General Debenture Retained Treasury Exchange Others
Reserve Premium Reserve Redemption Earnings Equity Fluctuation
Reserve Reserve
Balance as at April 01, 2023 1,507 13,894 34 590 (92,128) (391) 197 23 (76,274)
Loss for the year - - - - (7,212) - - - (7,212)
Other Comprehensive Income/ (Loss) - - - - - - (13) (14) (29)
Balance as at March 31, 2024 1,507 13,894 34 590 (99,340) (391) 184 9 (83,513)
Balance as at April 01, 2022 1,507 13,894 34 590 (77,629) (391) 16 23 (61,956)
Loss for the year – – – – (14,499) – - - (14,499)
Other Comprehensive Income/ (Loss) – – – – – – 181 - 181
Balance as at March 31, 2023 1,507 13,894 34 590 (92,128) (391) 197 23 (76,274)
Consolidated Statement of Cash Flows for the year ended March 31, 2024
(` in Crore)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
(Refer Note 2.68)
A CASH FLOW FROM OPERATING ACTIVITIES
Profit / (Loss) before tax from Continuing Operations (86) (280)
Profit / (Loss) before tax from Discontinued Operations (7,111) (14,507)
Adjusted for:
Depreciation / Impairment and Amortisation 128 137
Impact of deconsolidation of subsidiaries (26) 7,481
Effect of Changes in Foreign Exchange Rate (net) 31 109
Finance Costs 1,005 924
Share of (Profit)/ Loss on investment in associates (` 43,87,733) – (2)
Interest Income (54) 1,084 (40) 8,609
Operating Profit before Working Capital Changes (6,112) (6,178)
Adjusted for:
Receivables, Advances and Other Assets (594) (382)
Trade Payables and Other Liabilities 6,665 6,487
6,071 6,105
Cash Generated from Operations (41) (73)
Income Tax Refund 2 10
Income Tax Paid – 2 (1) 9
Net Cash generated from / (Used in) Operating Activities (39) (64)
B CASH FLOW FROM INVESTING ACTIVITIES
Additions / (Sale) of Property, Plant and Equipments, Intangible Assets, 5 1
Capital Work in Progress and Intangible Assets under Development
including Capital Advance and Assets held for sale (net)
Investment in Bank deposits (having orignal maturity for more than - (1)
3 months)
Interest Income 60 8
Net Cash generated from / (Used in) Investing Activities 65 8
C CASH FLOW FROM FINANCING ACTIVITIES
Net Proceeds from / (Repayment) of Short term Borrowings (net) (30) (9)
Finance Cost (8) (13)
Net Cash generated from / (used in) Financing Activities (38) (22)
Net Increase/ (Decrease) in Cash and Cash Equivalents (12) (78)
Opening Balance of Cash and Cash Equivalents 218 479
Decrease on account of deconsolidation of subsidiaries – (183)
Closing Balance of Cash and Cash Equivalents 205 218
143
Reliance Communications Limited
Consolidated Statement of Cash Flows for the year ended March 31, 2024
Notes
(a) Cash and Cash Equivalents includes cash on hand, cheques on hand, remittances – in-transit and bank balance including Fixed
Deposits with Banks.
(b) Cashflow Statement has been prepared under the indirect method set out in Indian Accounting Standard 7 “Statement of
Cashflows”
(c) Cash and Cash Equivalents is net of Bank overdraft as required under Ind AS 7
(d) Breakup of Cash and Cash Equivalents
As at As at
March 31, 2024 March 31, 2023
(i) Cash and Cash Equivalents (Refer Note 2.12) 205 218
(ii) Less: Bank overdraft – –
(iii) Cash and Cash Equivalents (net) as per Ind AS 7 205 218
144
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Reliance Communications Limited (“RCOM” or “the Company” or “Corporate Debtor”), is registered under the Companies Act,
1956, having Registered Office at H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai 400710 and its securities
are listed on the BSE Limited and the National Stock Exchange of India Limited.
RCOM has established pan India, next generation, digital network that is capable of supporting the best of class services
spanning the entire communications value chain. RCOM and its subsidiaries own and operate the world’s largest next generation
IP enabled connectivity infrastructure, comprising of fibre optic cable systems in India and globally.
Corporate Insolvency Resolution Process (“CIR Process”) had been initiated in case of the Company and four of its subsidiaries
under the Provisions of the Insolvency and Bankruptcy Code, 2016 (the Code). In case of RITL, the approved resolution plan
has been implemented on December 22, 2022 and has ceased to be a subsidiary with effect from the said date. Further to the
above, in the case of one subsidiary, NCLT has ordered for initiation of liquidation proceedings (Refer Note 2.46.2 (b)). Pursuant
to the order, the management of affairs of the Company and powers of board of directors of the Company stands vested with
the Resolution Professional (“RP”) appointed by the NCLT.
The Consolidated Financial Statements relate to the Company, all of its subsidiary companies and associates (hereinafter
collectively referred to as “the Group”). The Company controls an entity when it is exposed to or has rights to variable returns
from its involvement with the entity and has the ability to affect those returns through its power over the entity. Associates
are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating
policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets
of the arrangement, rather than rights to its assets and obligations for its liabilities. Interest in associates and the joint venture are
accounted for using the equity method. The financial statements of entities are included in the consolidated financial statements
from the date on which control commences and until the date on which control ceases. The Consolidated Financial Statements
have been prepared on the following bases.
(a) The financial statements of the Company and its subsidiaries are consolidated by combining like items of assets, liabilities,
incomes and expenses and cash flows after fully eliminating intra group balances and intra group transactions resulting
in unrealized profit or loss in accordance with the Indian Accounting Standard (“Ind AS”) 110 “Consolidated Financial
Statements” as referred to in the Indian Accounting Standards Rules, 2015 and as amended from time to time.
(b) Investments in subsidiaries are eliminated and differences between the costs of investment over the net assets on the
date of investment or on the date of the financial statements immediately preceding the date of investment in subsidiaries
are recognised as Goodwill or Capital Reserve, as the case may be. Investment in associates and joint ventures are
initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the Consolidated Financial
Statements include the Group’s share of profit or loss and other comprehensive income (OCI) of equity accounted investees,
until the date on which significant influence or joint control ceases. When the Group’s share of loss in an equity accounted
investment equals or exceeds its interest in the entity, the Group does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the other entity.
(c) Changes in ownership interests for transactions with non controlling interests that do not result in loss of control are treated
as the transactions with the equity owners of the Group. For purchases from non controlling interests, the difference
between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the
subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity. When
the Group ceases to consolidate or equity account for an investment because of loss of control, joint control or significant
influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised
in profit or loss. This fair value becomes initial carrying amount for the purpose of subsequent accounting for the retained
interest as an associate, joint venture or financial asset.
(d) Share of Non Controlling Interest in net profit or loss of consolidated subsidiaries for the year is identified and adjusted
against income of the Group in order to arrive at the net income attributable to the Equity Shareholders of the Company.
(e) Share of Non Controlling Interest in net assets of consolidated subsidiaries is identified and presented in the consolidated
statement of profit or loss, consolidated statement of changes in equity and consolidated balance sheet respectively as a
separate item from liabilities and the Shareholders’ Equity.
(f) The Consolidated Financial Statements are prepared using uniform Accounting Policies for like transactions and other events
in similar circumstances and are presented in the same manner as far as possible, as the standalone financial statements of
the Company.
145
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
The consolidated financial statements are prepared under historical cost convention/ fair valuation under the Scheme
approved by the Hon’ble High Court, in accordance with the generally accepted accounting principles (GAAP) in India and in
compliance with the Ind AS specified under Section 133 of the Companies Act, 2013 (“the Act”) except matter specified in
note 2.17, 2.39, 2.43 and 2.55, read with relevant rules of the Companies (Indian Accounting Standards) Rules, 2015, the
Companies (Indian Accounting Standards) Amendment Rules, 2016 and other provisions of the Act, to the extent notified
and applicable as well as applicable guidance notes and pronouncements of the Institute of Chartered Accountants of India
(the ICAI).
All assets and liabilities have been classified as current or non current as per the Group’s normal operating cycle and other
criteria as set out under Ind AS and in the Schedule III to the Act. Based on the nature of the services and their realisation
in cash and cash equivalents, the Group has ascertained its operating cycle as twelve months for the purpose of current or
non-current classification of assets and liabilities.
(b) Functional Currency and Presentation Currency
These consolidated financial statements are presented in Indian Rupees (“Rupees” or “`“) which is functional currency of
the Group. All amounts are rounded off to the nearest crore, unless stated otherwise.
The preparation and presentation of consolidated financial statements requires estimates and assumptions to be made that
affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the consolidated
financial statements and the reported amount of revenues and expenses during the reporting period. Difference between
actual results and estimates are recognised in the period in which the results are known/ materialised. Estimates and
underlying assets are reviewed on periodical basis. Revisions to accounting estimates are recognised prospectively.
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the
actual results. The Management also needs to exercise judgement in applying the accounting policies. This note provides
an overview of the areas that involved a higher degree of judgments or complexity, and of items which are more likely to
be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed
information about each of these estimates and judgements is included in relevant notes together with information about
the basis of calculation for each affected line item in the Consolidated financial statements.
146
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
(vii) Amortisation methods, useful lives and residual values are reviewed periodically at each reporting date.
(viii) Any gain or loss on disposal of an item of intangible assets is recognised in Consolidated Statement of Profit and Loss.
147
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
(f) Lease
i) Operating lease:
As a Lessee:
Where the lessor effectively retains substantially all risks and benefits of ownership of the leased assets, they are
classified as operating lease. Operating lease payments are recognised as an expense in the Consolidated Statement of
Profit and Loss on a straight line basis over the period of lease unless the payments are structured to increase in line
with expected general inflation to compensate for the lessor’s expected inflationary cost increase.
As a Lessor:
Rental income from operating lease is recognised on a straight line basis over the lease term unless payments to
the Group are structured to increase in line with expected general inflation to compensate for the Group’s expected
inflationary cost increase; such increases are recognised in the year in which such benefits accrue. Assets given on
operating lease are included in PPE/ Intangible Assets. Costs, including depreciation/ amortisation, are recognised as
an expense in the Consolidated Statement of Profit and Loss.
ii) Finance lease:
As a Lessee:
Assets held under finance leases are initially recognised as assets at the commencement of the lease at their fair value
or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance
charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of
the liability. Finance charges are recognised in the Consolidated Statement of Profit and Loss, unless they are directly
attributable to qualifying assets, in which case they are capitalised in accordance with the Group’s general policy on
borrowing costs. Such assets are depreciated/ amortised over the period of lease or estimated useful life of the assets
whichever is less.
As a Lessor:
Amounts due from lessees under finance leases are recognised as receivables at the amount of the Group’s net
investment in the leases. Finance lease income is allocated to accounting period so as to reflect a constant periodic
rate of return on the net investment outstanding in respect of the lease.
(g) Non current assets held for sale and discontinued operations
Non-current assets (or disposal group) are classified as the assets held for sale when their carrying amount is to be recovered
principally through a sale transaction. Non-current assets (or disposal group) classified as held for sale are measured at the
lower of their carrying amount and/ or fair value less costs to sell. This condition is regarded as met only when the sale
is highly probable and the asset (or disposal group) is available for immediate sale in its present condition, subject only to
terms that are usual and customary for sale of such assets and sale is expected to be concluded within twelve months from
the date of such classification Assets and liabilities classified as held for sale are presented separately in the balance sheet.
A disposal group qualifies as discontinued operations if it is a component of the Group that either has been disposed off
or is classified as held for sale, and; represents a separate a major line of business or geographical area of operations, or is
part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations, or is a
subsidiary acquired exclusively with a view to resale. Non-current assets are not depreciated or amortised while they are
classified as held for sale.
When the group is committed to sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that
subsidiary are classified as held for sale when the criteria described are met, regardless of whether the group will retain a
non controlling interest in its former subsidiary after the sale.
Loss is recognised for any initial or subsequent write down of such non current assets (or disposal group) to fair vale less
costs to sell. A gain is recognised for any subsequent increase in fair value less costs to sell an asset (or disposal group) but
not in excess of any cumulative loss previously recognised.
If the criteria for assets held for sale are no longer met, it ceases to be classified as held for sale and are measured at
the lower of (i) its carrying amount before the asset was classified as held for sale, adjusted for any depreciation or any
amortisation that would have been recognised had that asset not been classified as held for sale, and (ii) its recoverable
amount at the date when the disposal group creases to be classified as held for sale.
A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that
represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to
dispose of such a line of business or area of operations, or is a Subsidiary acquired exclusively with a view to resale. The
results of discontinued operations or presented separately in the Consolidated Statement of Profit and Loss.
148
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Goodwill and intangible assets that have indefinite useful life are tested annually for impairment or more frequently, if
events or changes in circumstances indicate that they may be impaired. Other assets are tested for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable. An asset is treated as
impaired when carrying cost of assets exceeds its recoverable value. An impairment loss is charged to the Consolidated
Statement of Profit and Loss in the year in which an asset is identified as impaired. Impairment loss recognised in prior
accounting period is increased/ reversed (for the assets other than Goodwill) where there is change in the estimate of
recoverable value. Recoverable value is higher of net selling price and value in use.
Inventories of stores, spares and communication devices are accounted for at cost and all other costs incurred in bringing
the inventory to their present location and condition, determined on weighted average basis or net realisable value,
whichever is less. Net realisable value is the estimated selling price in the ordinary course of business less estimated costs
necessary to make the sale.
(j) Employee Benefits
All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee
benefits. These benefits include compensated absence such as paid annual leave and sickness leave. The undiscounted
amount of short-term employee benefits expected to be paid in exchange for the services rendered by the employees is
recognized as an expense during the period.
149
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Borrowing costs attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of
such assets upto the commencement of commercial operations. A qualifying asset is one that necessarily takes substantial
period of time to get ready for intended use. Other borrowing costs are recognised as an expense in the year in which they
are incurred.
150
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
(iii) The Group sells Right of Use (ROUs) that provide to the customers with network capacity/ passive infrastructure,
typically over a period of 5 to 20 years without transferring legal title or giving an option to purchase the network
capacity/ passive infrastructure. Capacity services revenues are accounted as operating lease and recognised in the
Group’s income statement over the life of the contract. Bills raised on the customers/ payments received from the
customers for long term contracts and for which revenue is not recognised are included in deferred revenue. Revenue
on non cancellable ROUs are also recognised as licencing income over the period of contract. Revenue on non
cancellable contracts for right to use of specified fibre pairs/ ducts for a period of 15 to 20 years or economic useful
life is recognized as revenue on delivery of such assets to the customers In revenue arrangements including more
than one deliverable, the arrangements are divided into separate units of accounting. Deliverables are considered
separate units of accounting if the following two conditions are met: (1) the deliverable has value to the customer on
a standalone basis and (2) there is evidence of the fair value of the item. The arrangement considered is allocated to
each separate unit of accounting based on its relative fair value.
(iv) Standby maintenance charges are invoiced separately from capacity sales. Revenue relating to standby maintenance
is recognised over the period in which service is provided. Any amount billed prior to providing of service is included in
deferred revenue. Revenue from other service is recognized as and when service is rendered.
(v) Network services include capacity lease services, IP transit, IPLC (private lines leased to customers), backup service for
other network operators and all other services. The customer typically pays charges for network services periodically
over the life of the contract, which may be up to three years Network revenue is recognised in the Group’s Consolidated
Statement of Profit and Loss over the term of the contract.
(vi) Sale of handsets and accessories are recognised when goods are supplied and are recorded net of trade discounts,
rebates, commissions to distributors and dealers and sales taxes. It does not include inter company transfers
(vii) Interest income on investment is recognised on time proportion basis. Interest income is accounted using the applicable
Effective Interest Rate (EIR), which is the rate that exactly discounts estimated future cash receipts over the expected
life of the financial assets to that asset’s net carrying amount on initial recognition. Dividend is considered when right
to receive is established. The Group recognises income from units in the Fixed Income Schemes of Mutual Funds,
where income accrued is held till declaration or payment thereof for the benefit of the unit holders
(viii) Revenue is recognised net of taxes when the Base Transceiver Station (BTS) Tower is Ready For Installation of customer
equipments and as per the terms of the agreements.
(ix) Revenue from Contracts with Customers
The Group has applied the practical expedient of Ind AS 115 “Revenue from Contracts with Customers” w.e.f. April
1, 2018, using the cumulative effect method and therefore comparative information has not been restated and
continues to be reported under Ind AS 18. Revenue is recognised when control over goods or services is transferred to
a customer. A customer obtains control when he has the ability to direct the use of and obtain the benefits from the
good or service, there is transfer of title, supplier has right to payment etc. – with the transfer of risk and rewards now
being one of the many factors to be considered within the overall concept of control. The Group determines whether
revenue should be recognised ‘over time’ or ‘at a point in time’. As a result, it is required to determine whether control
is transferred over time. If not, only then revenue be recognised at a point in time, or else over time. The Group also
determines if there are multiple distinct promises in a contract or a single performance obligation (PO). These promises
may be explicit, implicit or based on past customary business practices. The consideration gets allocated to multiple
POs and revenue recognised when control over those distinct goods or services is transferred.
The entities may agree to provide goods or services for consideration that varies upon certain future events which may
or may not occur. This is variable consideration, a wide term and includes all types of negative and positive adjustments
to the revenue. Further, the entities will have to adjust the transaction price for the time value of money. Where the
collections from customers are deferred the revenue will be lower than the contract price, and in case of advance
collections, the effect will be opposite resulting in revenue exceeding the contract price with the difference accounted
as a finance expense/gain.
A receivable represents the Company’s right to an amount of consideration that is unconditional i.e. only the passage of
time is required before payment of consideration is due and the amount is billable.
Income Tax comprises of current and deferred tax. It is recognised in the Consolidated Statement of Profit and Loss except
to the extent that it relates to a business combination or to an item recognised directly in equity or other comprehensive
income.
151
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Provision for income tax is made on the basis of taxable income for the year at the current rates. Tax expense comprises
of current tax and deferred tax at the applicable enacted or substantively enacted rates. Current tax represents amount of
Income Tax payable/ recoverable in respect of taxable income/ loss for the reporting period. Deferred tax represents the
effect of temporary difference between carrying amount of assets and liabilities in the consolidated financial statements
and the corresponding tax base used in the computation of taxable income. Deferred tax liabilities are generally accounted
for all taxable temporary differences. Deferred tax asset is recognised for all deductible temporary differences, carried
forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available
against which such deductible temporary differences can be utilised. Deferred income tax assets and liabilities are offset
when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when
deferred income tax assets and liabilities relate to the income tax levied by the same taxation authority on either the same
taxable entity or different taxable entities where there is an intention to settle the balances on a net or simultaneous basis.
Deferred tax assets/ liabilities are not recognised for initial recognition of Goodwill or on an asset or liability in a transaction
that is not a business combination and at the time of transaction affects neither the accounting profit nor taxable profit
or loss. MAT credit is recognised as an asset, only if it is probable that the Group will pay normal income tax during the
specified period.
Subsidies granted by the Government for providing telecom services in rural areas are recognised as other operating income
in accordance with relevant terms and conditions of the applicable scheme and agreement.
(q) Provisions including Asset Retirement Obligation (ARO) and Contingent Liabilities and Contingent Assets
Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a
result of past events and it is probable that there will be an outflow of resources. Provisions are determined by discounting
expected future cashflows at the pre tax rate that reflects current market assumptions of time value of money and risk
specific to the liability. A disclosure for a contingent liability is made when there is a possible obligation or a present
obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present
obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.
Asset Retirement Obligation (ARO) relates to the removal of telecom towers, sub marine cable systems and equipments
when they will be retired from its active use. Provision is recognised based on the best estimate, of the management, of
the eventual costs (net of recovery), using discounted cash flow, that relates to such obligation and is adjusted to the cost
of such assets. Estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in
the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset. Contingent
Assets are neither recognised nor disclosed in the consolidated financial statements.
In determining Earning per Share, the Group considers net profit/ (loss) after tax attributable to equity shareholders and
includes post tax effect of any exceptional item. Number of shares used in computing basic earnings per share is the
weighted average number of the shares, excluding the shares owned by the Trust, outstanding during the period. Dilutive
earning per share is computed and disclosed after adjusting effect of all dilutive potential equity shares, if any except when
results will be anti dilutive. Dilutive potential equity shares are deemed converted as at the beginning of the period, unless
issued at a later date.
In respect of stock options granted pursuant to the Group’s Employee Stock Options Scheme, fair value of the options is
treated as discount and accounted as employee compensation cost over the vesting period. Employee compensation cost
recognised earlier on grant of options is reversed in the period when the options are surrendered by any employee or lapsed
as per the terms of the scheme.
The Group has created an Employee Stock Option Scheme Trust (ESOS Trust) for providing share-based payment to
its employees. The Group uses ESOS Trust as a vehicle for distributing shares to the employees under the employee
remuneration schemes. The ESOS Trust buys shares of the Company from the market, for giving shares to the employees.
The Group treats ESOS Trust as its extension and the shares held by ESOS Trust are treated as treasury equity. Own equity
instruments that are reacquired (treasury equity) are recognised at cost and deducted from equity. No gain or loss is
recognised in Consolidated Statement of Profit and Loss, on purchase, sale, issue or cancellation of the Group’s own equity
instruments. Any difference between carrying amount and consideration, if reissued, is recognised in equity.
152
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
“The Group’s accounting policies and disclosures require measurement of fair values for the financial instruments. The Group
has an established control framework with respect to measurement of fair values. The management regularly reviews
significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing
services, is used to measure fair values, then the management assesses evidence obtained from third parties to support the
conclusion that such valuations meet requirements of Ind AS, including level in fair value hierarchy in which such valuations
should be classified. When measuring fair value of a financial asset or a financial liability, the Group uses observable market
data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in
the valuation techniques as follows.
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e.
as prices) or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). If inputs used
to measure fair value of an asset or a liability fall into different levels of fair value hierarchy, then fair value measurement is
categorised in its entirety in the same level of fair value hierarchy as the lowest level input that is significant to the entire
measurement. The Group recognises transfers between levels of fair value hierarchy at the end of the reporting period
during which the change has occurred. (Refer to note 2.44.1) for disclosures pertaining to the measurement of fair values).
A financial instrument is any contract that gives rise to the financial asset of one entity and the financial liability or equity
instrument of another entity. Financial instruments also include derivative contracts such as foreign currency foreign
exchange forward contracts.
Financial Assets
153
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Financial Assets measured at Fair Value through Other Comprehensive Income (FVTOCI):
Any debt instrument, which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified
as FVTPL. In addition, the Group may elect to designate a debt instrument, which otherwise meets amortized cost or
FVTOCI criteria, as FVTPL. However, such election is allowed only if, doing so reduces or eliminates measurement or
recognition inconsistency (referred to as ‘accounting mismatch’).
Equity investments :
All equity investments in scope of Ind AS 109 “Financial Instruments” are measured at fair value. Equity instruments
which are held for trading are classified as FVTPL. For all other equity instruments, the Group decides to classify the
same either as FVOCI or FVTPL. The Group makes such election on instrument by instrument basis. The classification is
made on initial recognition, which is irrevocable. If the Group decides to classify an equity instrument as FVOCI, then
all fair value changes on the instrument, excluding dividend, are recognized in the OCI. There is no recycling of the
amounts from OCI to profit and loss, even on sale of investment. However, the Group may transfer the cumulative
gain or loss within equity. Equity instruments included within FVTPL category are measured at fair value with all
changes recognized in the Consolidated Statement of Profit and Loss. Also, the Group has elected to apply the
exemption available under Ind AS 101 to continue the carrying value for its investments in subsidiaries and associates
as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP as
at the date of transition.
Derecognition of Financial Assets
A financial asset is primarily derecognised when: (I) Rights to receive cash flows from the asset have expired, or (II) The
Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received
cash flows in full without material delay to a third party under ‘pass-through’ arrangement and either (a) the Group
has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained
substantially all the risks and rewards of the asset, but has transferred control of the asset.
Impairment of Financial Assets
The Group assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised
cost. Impairment methodology applied depends on whether there has been a significant increase in the credit risk. As
a practical expedient, the Group uses a provision matrix to determine impairment loss allowance on portfolio of its
trade receivables, as permitted by Ind AS 109. Provision matrix is based on its historically observed default rates over
the expected life of the trade receivables and is adjusted for forward looking estimates. At every reporting date, the
historical observed default rates are updated and changes in the forward looking estimates are analysed.
Financial Liabilities
Initial recognition and measurement
All financial liabilities are recognised initially at fair value, in the case of loans, borrowings and payables, net of directly
attributable transaction costs. Financial liabilities include trade and other payables, loans and borrowings including bank
overdrafts and derivative financial instruments.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described herein:
Financial liabilities at Fair Value through Profit or Loss: Financial liabilities at Fair Value through Profit or Loss include
financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through
profit or loss. Financial liabilities are classified as held for trading, if they are incurred for the purpose of repurchasing
in the near term. This category also includes derivative financial instruments entered into by the Group that are not
designated as hedging instruments in hedge relationship as defined by Ind AS 109. Gains or losses on liabilities held
for trading are recognised in Statement of Profit or Loss.
Financial liabilities measured at amortised cost: After initial recognition, interest bearing loans and borrowings are
subsequently measured at amortised cost using Effective Interest Rate (EIR) method. Gains or losses are recognised
in Consolidated Statement of Profit and Loss when the liabilities are derecognised as well as through EIR amortisation
process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or
costs that are an integral part of EIR. EIR amortisation is included as finance costs in the Consolidated Statement of
Profit and Loss.
Derecognition of Financial Liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of
an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the
original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised
in the Consolidated Statement of Profit and Loss.
154
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Business Combinations are accounted for using the acquisition method. Cost of an acquisition is measured as the aggregate
of the consideration transferred, measured at acquisition date fair value and the amount of any non controlling interests
in the acquiree. For each business combination, the Group elects whether to measure the non controlling interests in
the acquiree at fair value or at proportionate share of the acquiree’s identifiable net assets. Acquisition related costs are
expensed as incurred. At the acquisition date, the identifiable assets acquired and liabilities assumed are recognised at
their acquisition date fair values. If the business combination is achieved in stages, any previously held equity interest is
remeasured at its acquisition date fair value, resulting gain or loss is recognised in the Consolidated Statement of Profit and
Loss or Other Comprehensive Income, as appropriate.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount
recognised for non controlling interests, and any previous interest held, over the net identifiable assets acquired and
liabilities assumed. If the fair value of net assets acquired is in excess of the aggregate consideration the difference is
recognised in other comprehensive income and accumulated in equity as capital reserve provided there is clear evidence of
the underlying reasons for classifying the business combination as a bargain purchase. In other cases, the bargain purchase
gain is recognised directly in equity as capital reserve.
Where settlement of any part of cash consideration is deferred, the amount payable in the future is discounted to its
present value as at the date of exchange. Contingent consideration is classified either as equity or a financial liability. Amount
classified as a financial liability is subsequently remeasured to fair value with change in fair value recognised in Statement in
Profit and Loss.
Business Combinations that occurred before April 1, 2008, are not restated retrospectively in accordance with Ind AS 103
“Business Combinations”. Carrying amounts of assets acquired and liabilities assumed as part of past business combinations
as well as the amounts of goodwill that arose from such transactions as they were determined under the previous GAAP are
considered as their deemed cost under Ind AS as at the date of transition. In respect of business combinations that occurred
prior to April 1, 2008, goodwill is included on the basis of its deemed cost, which represents the amount recorded under
previous GAAP.
The Group has based assumptions and estimates on parameters available when the financial statements were prepared.
Existing circumstances and assumptions about future developments, however, may change due to market changes or
circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they
occur.
The areas involving critical estimates or judgements pertain to current tax expense and tax payable (Note 2.07), fair value
of unlisted securities (Note 2.04 and 2.10), goodwill impairment (Note 2.02), estimated useful life of property, plant and
equipment including intangible assets (Note 2.01 and 2.03), measurement of defined benefit obligation (Note 2.51),
provision for asset retirement obligation (Note 2.22 and Note 2.30), recognition of deferred tax assets for carried forward
tax losses (Note 2.06), impairment of trade receivables and other financial assets (Note 2.05, 2.11, 2.15 and 2.39) assets
held for sale (Note 2.17), liabilities held for sale (Note 2.17). Estimates and judgements are continually evaluated. They are
based on historical experience and other factors, including expectations of future events that may have a financial impact
on the group and that are believed to be reasonable under the circumstances.
(i) Useful life of Property, Plant and Equipment including intangible assets: Residual values, useful lives and methods of
depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if
appropriate.
(ii) Taxes : The Group provides for tax considering the applicable tax regulations and based on probable estimates.
Management periodically evaluates positions taken in the tax returns giving due considerations to tax laws and
establishes provisions in the event if required as a result of differing interpretation or due to retrospective amendments,
if any. The recognition of deferred tax assets is based on availability of sufficient taxable profits in the Group against
which such assets can be utilized.
(iii) Fair value measurement and valuation process: The Group measured financial assets and liabilities if any, at fair value
for financial reporting purposes.
(iv) Trade receivables and other financial assets: The Group follows a ‘simplified approach’ (i.e. based on lifetime Expected
Credit Loss (ECL)) for recognition of impairment of loss allowance on Trade receivables (including lease receivables).
For the purpose of measuring lifetime ECL allowance for trade receivables, the Group estimates irrecoverable amount
based on the ageing of the receivable balances and historical experience. Further, a large number of minor receivables
are grouped into homogeneous groups and assessed for impairment collectively. Individual trade receivables are
written off when management deems them not to be collectable.
155
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
(v) Defined benefit plans (gratuity benefits) : The Group’s obligation on account of gratuity and compensated absences is
determined based on actuarial valuations. An actuarial valuation involves making various assumptions that may differ
from actual development in the future. These include determination of the discount rate, future salary increase and
mortality rates. Due to the complexities involved in the valuation and its long-term nature, these liabilities are highly
sensitive to changes in assumptions. All assumptions are reviewed at each reporting date. The parameter subject to
frequent changes is the discount rate. In determining appropriate discount rate, the management considers interest
rates of government bonds in currencies, consistent with the currencies of the postemployment benefit obligation.
The mortality rate is based on publicly available mortality tables in India. Those mortality tables tend to change only
at interval in response to demographic changes. Future salary increase and gratuity increase are based on expected
future inflation rates.
(vi) Non-financial assets are reviewed for impairment, whenever events or changes in circumstances indicate that the
carrying amount of such assets may not be recoverable. If any such indication exists, the recoverable amount of the
asset is estimated in order to determine the extent of the impairment loss, if any.
(vii) Determination of net realisable value for Assets held for Sale and related liabilities.
(viii) Provisions and Contingent liabilities are reviewed at each balance sheet date and adjusted to reflect best estimate.
(ix) The Group has provided liability against License & Spectrum Fee dues along with interest and penalty, for the demands
raised by DoT considering Non-Telecom income till FY 2014-15 and for the balance years, for which demand have
not been raised by DoT, the group has computed estimated liability on Non-Telecom revenue from FY 2015-16
onwards along with interest and penalty thereof.
Cash and cash equivalents in the Balance Sheet comprise of cash on hand, demand deposits with Banks, other short-term,
highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of
cash and which are subject to an insignificant risk of changes in value.
MCA notifies new standards or amendments to the existing standards under Companies (IND) Rules as issued from time to
time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards
applicable to the Group.
156
Note: 2.01 Property, Plant and Equipment (PPE) (Refer Note 2.39)
(` in crore)
Particulars Leasehold Freehold Buildings Plant and Office Furniture Vehicles Total Capital
Land Land Machinery Equipments and Fixtures Work in
Progress
Gross carrying value
As at April 1, 2022 231 98 1,727 19,201 55 86 56 21,454 158
Additions – – – 2 – – – 2 2
(Deductions)/ Adjustment including – (9) 5 (80) – – – (84) (91)
Currency Translation
As at March 31, 2023 231 89 1,732 19,123 55 86 56 21,372 69
Additions – – 4 – – – 4
(Deductions)/ Adjustment including – (59) 2 – – – (57) (5)
Currency Translation
As at March 31, 2024 231 89 1,673 19,129 55 86 56 21,319 64
Accumulated Depreciation 1 – 1,183 18,109 55 82 53 19,483
As at April 1, 2022 – – 13 122 – – – 135
Depreciation for the year – – 1 123 – – – 124
(Deductions)/ Adjustment including
Currency Translation
As at March 31, 2023 1 – 1,197 18,354 55 82 53 19,742
Depreciation for the year 1 – 13 113 – – – 127
(Deductions)/ Adjustment including 1 – (21) 2 – – – (18)
Currency Translation
As at March 31, 2024 2 – 1,189 18,469 55 82 53 19,850
Net Carrying Value
As at March 31, 2023 230 89 535 769 – 4 3 1,630 69
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
157
Reliance Communications Limited
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Goodwill is recognised on consolidation of financial statements of subsidiaries financial as details given herein:
(` in crore)
As at As at For the For the
March 31, 2024 March 31, 2023 year ended year ended
March 31, 2024 March 31, 2023
Goodwill on Consolidation 1,420 1,450 (30) (23)
During the year, decrease in Goodwill on consolidation, is mainly on account of Impairment due to de-subsidiarisation of Reliance
Globalcom B.V, The Netherlands, Reliance Communications (Australia) PTY Limited and Reliance Communications (New Zealand) PTE
Limited (refer note 2.46.1 (b) & (c) & 2.39). On finalisation and implementation of debt resolution process through Hon’ble NCLT,
the Group will carry out a comprehensive impairment review of its Goodwill. (Refer Note 2.39)
2.03.1 During the earlier years, the Parent Company and Reliance Telecom Limited (RTL) a subsidiary of the Parent Company,
successfully bid under auction conducted for spectrum by Department of Telecommunications (DoT) and won spectrum in
17 service areas at a total cost of ` 4,519 crore. The Company had made upfront payment of ` 1,190 crore under deferred
payment option and balance was payable in 10 annual installments for Mumbai and Jammu and Kashmir Circle and 16
annual installments for other Circles. The Company and RTL had defaulted in the payment of Installment of ` 493 crore
each, which was due on April 9, 2019, April 9, 2020,April 9, 2021, April 9, 2022 and April 9, 2023 with the delay of
1,819 days,1,454,days, 1,089 days, 723 days and 358 days and ` 6 crore which is due on October 20, 2019, October
20, 2020, October 20, 2021,October 20, 2022 and October 20, 2023 with the delay of 1,625 days, 1,260 days, 894
days, 529 days and 163 days respectively. Further, an installment of ` 22 crore due on March 03, 2019, March 3, 2020,
March 3,2021, March 3,2022, March 3,2023 and March 3,2024 is defaulted by 1,856 days, 1,491 days, 1,125 days,
760 days, 395 days and 29 days respectively as at March 31, 2024. Apart from above, balance installments not due as
158
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
at March 31, 2024 is aggregating to ` 4,503 crore including interest@10% per annum. An Installment of ` 497 crore,
due on April 9, 2024 is yet to be paid.
During an earlier year, the Company acquired Spectrum of ` 4,513 crore under Scheme of Demerger along with
corresponding Deferred Payment Liability of ` 2,013 crore. (Refer Note No. 2.40.1 (vi)). Above was payable in annual
installments of ` 281 crore each.
The Company has defaulted an installment of ` 281 crore on March 26, 2019, March 26, 2020, March 26, 2021, March
26, 2022, March 26, 2023 and March 26, 2024 with the delay of 1,833 days, 1,468 days, 1,103 days, 737 days, 372
days and 6 days respectively. Apart from above, balance installments not due as at March 31, 2024 is aggregating to `
1,970 crore including interest @10% per annum.
Department of Telecommunications issued show cause notice to the Company and RTL for revocation/ termination of
specturm due to non-payment 3rd installment due on March 03, 2019 for 0.6 MHz Spectrum acquired in 1800 MHz
band in Mumbai, which was stayed by the Hon’ble NCLAT. The said order of stay of NCLAT stood merged with its final order
dated April 30,2019 as a result of which RCOM’s CIRP got recommenced at NCLT Mumbai and order of Moratorium got
restored. Further, in the matter of One Time Spectrum Charges, TDSATs order dated Februaru 04, 2019 inter alia directing
for the return of Bank Guarantee of ` 2,000 crore, has been stayed by Hon’ble Supreme court on August 19, 2019 in an
appeal filed by Union of India.
2.03.3 Above notes to be read with Note 2.17 “Asset held for Sale”.
2.03.4 There is no Revaluation of Other Intangible Assets during the current and previous year.
(` in crore)
Particulars As at As at
March 31, 2024 March 31, 2023
Note 2.04 ( Refer Note 2.39)
Investment in Associates and Others
a) Investment in Associates (Valued as per Equity Method)
Equity Shares
Unquoted, fully paid up
6,50,25,000 Warf Telecom International Private Limited of MRf 1 each 22 22
(6,50,25,000)
Add/ Less : Share of Profit / (Loss) in Associates 11 10
33 32
13,000 Mumbai Metro Transport Private Limited of ` 10 each - -
(13,000) ` 1,30,000 (1,30,000)
b) Investment in Equity Shares of Companies (Fair valued through other Comprehensive Income)
Quoted, fully paid up
- Groupon Inc.-Class A Common Stock of USD 0.0001 each - - 6
(39,342) (Refer Note 2.46.1 (b))
- Sequans Communications SA of Euro 0.02 each - - 16
(595,074) (Refer Note 2.46.1 (b))
- 22
c) Other Investments (At amortised cost)
400 Nationwide Communication Private Limited of ` 10 each
(400) ` 4,000 (4,000) - -
21,00,000 Globalcom IDC Limited of ` 10 each (Refer Note 2.46.1) 2 2
(21,00,000)
1,00,00,000 Independent TV Limited of ` 10 each 10 10
(1,00,00,000) Provision for Diminution in the value of Investment (10) - (10) -
159
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
(` in crore)
Particulars As at As at
March 31, 2024 March 31, 2023
50,000 Reliance Tech Services Limited of ` 10 each ` 5,00,000 - -
(Previous year ` 5,00,000)
(50,000) Provision for Diminution in the value Investment ` 5,00,000 - - - -
(Previous year ` 5,00,000) (Refer Note 2.46.2 (b))
12,00,000 Reliance Globalcom Limited, Bermuda Class A Common
Shares of USD 0.01 each 233 233
(12,00,000) Provision for Diminution in the value of Investment (233) - (233) -
35 56
Aggregate book value of investments in Equity Shares in Companies
Quoted - 22
Unquoted 278 277
(` in crore)
As at As at
March 31, 2024 March 31, 2023
Aggregate carrying amount of investment in these 33 32
Associates
160
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
(` in crore)
Particulars As at As at
March 31, 2024 March 31, 2023
Note 2.05
Other Financial Assets (Unsecured, Considered good/ unless stated otherwise)
Bank Deposits with Maturity for more than 12 months 2 1
2 1
Note 2.06
Deferred Tax Assets/ Liabilities
2.06 (a) Deferred Tax Assets
The Deferred Tax Assets of the Company and its subsidiaries comprise of the following.
(` in crore)
Particulars As at For the year ended
March 31 March 31
2024 2023 2024 2023
(i) Deferred Tax Assets
Related to carried forward loss 13,280 12,592 688 437
MAT Credit Entitlement 5 5 - –
Disallowances, under the Income Tax Act, 1961 1,576 1,576 - (58)
Provision for Liabilities on account of License & Spectrum Fees 16,755 14,887 1,868 1,973
Deferred tax on fair valuation of investment 2,088 2,088 - –
Related to temporary difference on depreciation/ amortisation (135) (260) 125 (294)
33,569 30,888 2,681 2,058
(ii) Deferred Tax Liabilities
Related to temporary difference on depreciation/ amortisation and 3,687 3,230 457 496
indexed Cost
Deferred tax on fair valuation of investment - – - –
Net Deferred Tax Assets (I) 29,882 27,658 2,224 1,562
Restricted to 5 5 - 15
The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax
liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.
Deferred Tax Assets are not provided on undistributed earnings of ` 69 crore as at March 31, 2024 (Previous year ` 1,193 crore) ,
of the subsidiaries, where it is expected that earnings of the subsidiaries will not be distributed in the foreseeable future. Generally,
the Company indefinitely reinvests all the accumulated undistributed earnings of subsidiaries and accordingly, has not recorded any
deferred taxes in relation to such undistributed earnings of such entities. It is impracticable to determine the taxes payable when
these earnings are remitted.
161
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Significant management judgement has been considered in determining provision for income tax, deferred income tax assets and
liabilities and recoverability of deferred income tax assets. Recoverability of deferred tax assets is based on estimates of taxable
income by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be
recovered.
Deferred Tax Assets have not been recognised in respect of losses of certain subsidiaries due to non existance of reasonable certainty
in the near future, Year wise expiry of total Losses of ` 40,267 crore are as under:
162
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
(` in crore)
Particulars As at As at
March 31, 2024 March 31, 2023
Note 2.07
Income Tax Asset (Net)
Income Tax asset ( Net of Provision) 96 91
96 91
Note 2.08
Other Non Current Assets (Unsecured,Considered good – unless stated otherwise)
Capital Advances (Refer Note 2.60 and 2.69) 94 25
Deposits (Refer Note 2.42(vii)) 640 611
Other Loans and Advances 347 348
1,081 984
Note 2.09
Inventories (valued at lower of cost or net realisable value)
Stores and Spares 2 2
2 2
Note 2.10
Investments
a) Investment in Government Securities (Fair Valued through Consolidated
Statement of Profit and Loss)
As at As at
March 31, 2024 March 31, 2023
Quoted
34,000 6.83% GOI Bonds - 2039 of ` 100 each fully paid up
(34,000) (` 30,52,000 ) (Previous year ` 30,52,000) - -
163
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
(` in crore)
Particulars As at As at
March 31, 2024 March 31, 2023
Note 2.11
Trade Receivables (Unsecured) (Refer Note 2.39 and 2.49)
Considered Good 266 243
Which have significant increase in credit risk 45 45
Credit Impaired 2,204 2,251
2,515 2,539
Less: Provision for allowance for credit impaired 2,204 2,251
311 288
(` in crore)
Sr. Particulars Outstanding for the following periods from due date of payment
Provision for allowance of credit impaired (B) - - (4) (28) (2,172) (2,204)
164
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
(` in crore)
Sr. Particulars Outstanding for the following periods from due date of payment
Provision for allowance of credit impaired (B) – – (19) (16) (2,216) (2,251)
(` in crore)
As at As at
March 31, 2024 March 31, 2023
Note 2.12
Cash and Cash Equivalents
Cheques on hand ( Previous Year ` 28,56,158) 1 -
Balance with Banks 37 84
Bank deposits with less than 3 months' maturity 167 134
205 218
Note 2.13
Bank Balances other than 2.12 above
Bank deposits with less than 12 months’ maturity (Refer Note 2.62) 181 170
Earmarked Balances - Unpaid Dividend ` 11,04,469 (Previous year ` 11,04,469) * – –
181 170
* Transferred ` Nil (Previous year ` Nil) to Investor Education and Protection Fund (IEPF)
165
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
(` in crore)
As at As at
March 31, 2024 March 31, 2023
Note 2.14
Loans (Unsecured - unless state otherwise)
Considered good 387 385
Credit Impaired 897 546
Less : Provision for Allowance for Credit Impaired (897) (546)
387 385
Note 2.15
Other Financial Assets (Unsecured,Considered good)
Deposits 102 105
Unbilled Revenue 6 13
Interest accrued on Investments 7 13
Other Financial Assets – 1
115 132
Note 2.16
Other Current Assets (Unsecured)
* Deposits include ` 1,565 crore (Previous year ` 1,565 crore) paid against disputed claims.
** Includes prepaid expenses, service tax, Goods and Service Tax (GST), service tax credits, advances to vendor and other receivables.
166
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Note 2.17
(a) Assets held for Sale
The assets pertaining to Wireless Spectrum and Media Convergence Nodes (MCNs) continued to be classified as assets held
for sale at the value ascertained at the end of March 31, 2018 and recorded at lower of carrying amount and fair value less
selling cost. Refer Note 2.24.1 for security in favour of lender. On finalisation and implementation of debt resolution process
through Hon’ble NCLT, the Group will carry out a comprehensive impairment review of its tangible, intangible assets and Assets
held for Sale. Details of assets held for sale are as under:
(` in crore)
Particulars Net Block Addition/ Provision for Impairment Write off Asset Held for Sale (net)
Reclassified from PPE
and intangible Assets
For the year ended As at As at Deletion Deletion As at
March 31, March, 31, March, 31, (Refer Note March 31,
2.39, 2.46.1 &
2.46.2)
2024 2023 2024 2024 2023 2024 2024 2023
1 2 3 4 5 6 7= 8
(8+1-6)
Tangible
Lease hold Land - - - - - - 23 23
Freehold Land - - - - - - 362 362
Building - - - - - - 796 796
Plant and Machinery - - - - 8,984 2 8,704 8,706
Office Equipment - - - - - - 1 1
Furniture and Fixtures - - - - - - 4 4
Capital work in Progress - - - - 88 4 182 186
Subtotal - - - - 9,072 6 10,072 10,078
Intangible
Telecom License - - - - - - 15,278 15,278
Software - - - - - - - -
Intangible Assets under - - - - - - 922 922
Development
Subtotal - - - - - - 16,200 16,200
Total - - - - 9,072 6 26,272 26,278
(b) Assets held for sale including Wireless Spectrum and Media Convergence Nodes (MCNs) continue to be classified as held for sale
at the value ascertained at the end of March 31, 2018, along with liabilities are disclosed separately as discontinued operations
in line with Ind AS 105 “Non-current Assets Held for Sale and Discontinued Operations”. In this regard it is pertinent to note
that the due pertaining to the spectrum (including entire deferred payments) have been claimed by DoT vide letter dated
May 20, 2020 and the same have been admitted by the RP, and accordingly, the dues shall be dealt with in accordance with
provisions of the IBC. In accordance with the aforesaid and admission of deferred spectrum installments as claims, the Company
and RTL has not paid the installments.
(c) Liabilities directly related to Assets held for Sale
(` in crore)
As at March 31,
2024 2023
Deferred Payment Liabilities 5,340 5,340
Interest Accrued on Deferred Payment Liabilities 4,988 4,072
Total 10,328 9,412
(d) Above notes to be read with Note 2.01 “Property , Plant and Equipment” and Note 2.03 “Other Intangible Assets”.
167
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
(` in crore)
Particulars As at As at
March 31, 2024 March 31, 2023
Note 2.18
Share Capital
Authorised
10,00,00,00,000 Equity Shares of ` 5 each 5,000 5,000
(10,00,00,00,000)
5,000 5,000
Issued, Subscribed and Paid up
2,76,55,33,050 Equity Shares of ` 5 each fully paid up 1,383 1,383
(2,76,55,33,050)
1,383 1,383
1) Shares held by Holding/ Ultimate Holding Company and/ or their Subsidiaries/ Associates
No. of Shares No. of Shares
(a) Reliance Communications Enterprises Private 10,172 10,172
Limited, Subsidiary of Holding Company
(Amalgamated with Reliance Interactive Advisors
Private Limited as per NCLT Mumbai Bench Court
- v order dated January 05, 2024
(b) Reliance Wind Turbine Installators Industries 84,98,729 8,498,729
Private Limited, Subsidiary of the Holding
Company
(c) Reliance Ornatus Enterprises and Ventures Private - 92,000,000
Limited, Subsidiary of the the Holding Company
**
(d) Reliance Telecom Infrainvest Private 66,667 66,667
Limited, Subsidiary of the Holding Company
(Amalgamated with Reliance Interactive Advisors
Private Limited as per NCLT Mumbai Bench Court
- v order dated January 05, 2024
* upto February 6, 2019.
** Invoked by their lenders on June 02, 2023
168
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
5) Reconcilation of shares outstanding at the beginning and at the end of the reporting period
AS at March 31, 2024 As at March 31, 2023
Number (` in Crore) Number (` in Crore)
Equity Shares
At the beginning of the year 2,76,55,33,050 1,383 2,76,55,33,050 1,383
Add: Changes during the year – – – –
At the end of the year 2,76,55,33,050 1,383 2,76,55,33,050 1,383
(` in crore)
Particulars As at As at
March 31, 2024 March 31, 2023
Note 2.19
Other equity
Capital Reserve 1,507 1,507
(i) As per last Balance Sheet – –
(ii) Deduction during the year 1,507 1,507
Securities Premium
(i) Opening balance 13,894 13,894
(ii) Additions during the year – –
13,894 13,894
General Reserve
(i) Opening balance 34 34
(ii)
Less: Transferred to Consolidated Statement of – –
Profit and Loss
34 34
Treasury Reserve
(i) Opening balance (391) (391)
(ii) Additions during the year – –
(391) (391)
Surplus/ (deficit) in retained earnings
(i) Opening balance (92,128) (77,629)
(ii) Add: Profit/ (loss) for the year from Continued (101) (277)
Operations
(iii) Add: Profit/ (loss) for the year from Discontinued (7,111) (14,222)
Operations
(99,340) (92,128)
Other Comprehensive Income
(a) Exchange difference on translation of financial statement of foreign operation
(i) Opening balance 197 16
(ii) Additions during the year (13) 181
184 197
(b) Remeasurement of defined employee benefit and fair valuation of investment and others
(i) Opening balance 23 23
(ii) Additions / (deductions) during the year (14) –
9 23
(83,513) (76,274)
Nature and Purpose of Reserve
169
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Capital Reserve
Capital Reserve represents surplus arising on consolidation of financials of subsidiaries at the time of acquisition. It also includes Equity
Share Capital of the Company, which was cancelled pursuant to the Scheme of Demerger of undertaking from Reliance Industries
Limited. During the earlier year, Capital Reserve is created under scheme of demerger (Refer Note 2.40.1(viii))
Debenture Redemption Reserve
Debenture Redemption Reserve is created out of profits for the respective year as required under the Act then applicable which shall
be utilised for the purpose of redemption of Debentures issued by the Company.
Exchange Fluctuation Reserve
Exchange Fluctuation Reserve represents the unrealised gains and losses on account of translation of foreign subsidiaries into the
reporting currency
Securities Premium
Securities premium represents the premium charged to the shareholders at the time of issuance of shares. It also includes ` 8,047
crore created pursuant to Schemes of Amalgamation/ Arrangement of earlier year The securities premium reserves can be utilised
based on the relevant requirements of the Act.
General Reserve
General reserve of ` 34 crore (Previous year ` 34 crore) represents created out of the retained earnings permitted to be distributed
to shareholders as part of dividend (Refer Note 2.47)
Treasury Equity
Treasury Equity represents 2,12,79,000 Nos. of Equity Shares held by the ESOS Trust.
(` in crore)
Particulars For the For the
year ended year ended
March 31, 2024 March 31, 2023
Note 2.20
Non Controlling Interest
Information regarding non-controlling interest
Accumulated balances of non-controlling interest at the beginning (5) 278
Profit/(Loss) added to non-controlling interest - (6)
Reduction on account of desubsidiarisation – (279)
Foreign exchange variation and other movements (1) 2
Accumulated balances of non-controlling interest at the closing (6) (5)
(` in crore)
Particulars As at As at
March 31, 2024 March 31, 2023
Note 2.21
Borrowings – Non Current
Unsecured
Loan from Body Corporate (Refer Note 2.63) 436 445
436 445
(` in crore)
170
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Particulars As at As at
March 31, 2024 March 31, 2023
Note 2.22
Other Non Current Liabilities
Income received in Advance (Refer Note 2.56) 106 114
106 114
Note 2.23
Provisions 6 6
Employee Benefits (Refer Note 2.51) 6 6
(` in crore)
Particulars As at As at
March 31, 2024 March 31, 2023
Note 2.24
Borrowings – Current
Debentures (Secured)
6.5% Senior Secured Notes 1,955 1,955
Secured
Foreign Currency Loans 12,532 12,532
Rupee Loans from Banks 4,015 4,015
Rupee Loans from others 646 646
Unsecured
From Banks
Rupee Loans from Bank 2,664 2,664
Rupee Loans from others 8,264 8,264
ICD from others 4,431 4,431
Current Maturities of Long Term Debts
Secured (Refer Note 2.24.1)
Debentures
3,000 (3,000), 11.20 % Redeemable, Non Convertible Debentures of ` 1 crore each 3,000 3,000
1,500 (1,500), 11.25 % Redeemable, Non Convertible Debentures of ` 10 crore each 750 750
Foreign Currency Loans from Banks - 20
Rupee Loans from Banks 6,475 6,475
Rupee Loans from others 760 760
Unsecured
Rupee Loans from others 1,304 1,304
46,795 46,816
2.24.1 Debenture and Term Loans
The Company, on March 2, 2009, allotted, 3,000, 11.20% Secured Redeemable, Non Convertible Debentures (“NCDs”) of the
face value of ` 1,00,00,000 each, aggregating to ` 3,000 crore to be redeemed at the end of 10th year from the date of allotment
thereof i.e. March 1, 2019 and the same remains outstanding as at March 31, 2024. The Company on February 7, 2012, also
allotted, 1,500, 11.25% Secured Redeemable Non Convertible Debentures (“NCDs”) of the face value of ` 1,00,00,000 each
aggregating to ` 1,500 crore redeemable in four annual equal installments starting at the end of 4th year from the date of allotment
thereof, the outstanding against said NCDs is ` 3,000 crore as on March 31, 2024. The Company had, on May 6, 2015, issued
Senior Secured Notes (SCNs) of USD 300 million, face value of USD 100 per bond, bearing 6.5% p.a. interest, with a maturity of
5 1/2 years
The Company and its subsidiary had been sanctioned Rupee Loans of ` 6,626 crore (outstanding as on March 31, 2023 was
` 6,626 crore) (Term Loan Facility) under the consortium banking arrangement on the terms and conditions as set out in common
loan agreement.
Outstanding NCDs along with 6.5 % SCNs of ` 5,705 crore, Foreign Currency Loans of ` 12,532 crore and Rupee Loans of ` 9,139
171
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Outstanding NCDs along with 6.5 % SCNs of ` 5,705 crore, Foreign Currency Loans of ` 12,532 crore and Rupee Loans of ` 9,139
crore (“the said Secured Loans”) have been secured by first pari passu charge on the whole of the movable plant and machinery
including capital work in progress (pertaining to the movable fixed assets), both present and future including all the rights, title,
interests, benefits, claims and demands in respect of all insurance contracts relating thereto of the Borrower Group*; comprising
of the Company and its subsidiary companies namely; Reliance Telecom Limited (RTL),Reliance Infratel Limited ( RITL) [ ceased to
be a subsidiary w.e.f December 22, 2022 upon implementation of the approved resolution plan ] and Reliance Communications
Infrastructure Limited (RCIL), (“the Borrower Group*”), in favour of the Security Trustee for the benefit of the NCD/ SCN Holders
and the lenders of the said Secured Loans.The said loans also include ` 3,583 crore guaranteed by a director and `2,964 crore
guaranteed by the Company. Apart from above Rupee Loan also includes `398 crore which is secured by first pari passu charge on
Spectrum , acquired during the earlier year under the scheme of Demerger (Refer Note 2.40.1.(viii)) is pending to be executed.
Outstanding Rupee Loans of ` 487 crore are secured by second pari passu charge on the movable plant and machinery and capital
work in progress of the Borrower Group* and is guaranteed by a director of the Company, . During the earlier year, the said loan
was guaranteed by Tower receivables, pledge of equity shares of Globalcom IDC (GIDC) [ ceased to be a subsidiary w.e.f December
12, 2022 ] held by Reliance Webstore Limited (RWL).The Company has provided non-disposal undertaking for its share holding in
RWL. Further, Rupee loan of ` 1,872 crore is secured by Second Charge on movable Fixed Assets of Borrower Group, out of which
, charge is pending to be created for ` 1072 crore.The Company, for the benefit of the Lenders of 6.5% SCN of ` 1,955 crore and
Foreign Currency Loans of ` 11,191 crore, 1,500, 11.25% NCDs aggregating to ` 750 crore and Rupee Loans of ` 7,403 crore has,
apart from the above, also assigned 20 Telecom Licenses for services under Unified Access Services (UAS), National Long Distance
(NLD) and International Long Distance (ILD) (collectively referred as “Telecom Licenses”) by execution of the Tripartite Agreements
with Department of Telecommunications (DoT) and the Security Trustee acting on behalf of the Lender Assignment of the Telecom
Licences of the Company for Rupee Loan from banks of ` 1,000 crore and from others of ` 740 crore is pending to be executed.
Further, RTL, a subsidiary company, for the benefit of lenders of the Foreign Currency Loans of ` 1,341 crore and Rupee Term Loans of
` 611 crore have also assigned eight Unified Access Services (UAS) Licences, by execution of Tripartite Agreements with DoT and the
Security Trustee acting on behalf of the Lenders Assignment of Telecom Licenses for the Rupee Term Loans is pending to be executed.
The Company has, for the benefit of the Lenders of 6.5% SCNs, Foreign Currency Loans and Rupee Loans aggregating to ` 21,053
crore, apart from the above security, pledged equity shares of RCIL held by the Company and of RTL held by the Company and
Reliance Realty Limited (Formerly Reliance Infocomm Infrastructure Limited) by execution of the Share Pledge Agreement with the
Share Pledge Security Trustee. Rupee Loans of ` 6,074 crore is also secured by current assets, movable assets including intangible,
both present and future of the Borrower Group*. During the earlier year, the said loan was also secured by pledge of equity shares
of RITL held by the Company and during the year, the equity shares of RITL have been cancelled consequent to implementation of
resolution plan of RITL on December 22, 2022. RITL has ceased to be a subsidiary of the Company w.e.f. December 22,2022 upon
implementation of the approved resolution plan. During the earlier year, charge over the three immovable assets of the Borrower
Group* was created. However charge over balance immovables assets except of the Borrower Group* and RGBV security for Rupee
loan of ` 6,074 crore is pending to be executed. RGBV, a subsidiary of the Company has outstanding loan of USD 2 million, availed
against pledged of shares of its material subsidiaries.
During the earlier year, lenders have invoked guarantees provided by Borrower Group* for outstanding rupee loan of ` 7,046 crore.
During the earlier year, the Company created first ranking exclusive charge (pari passu inter se the Lenders) over Designated Account
with future rights, title and interest therein, including all of its rights in respect of any amount standing to the credit of the Designated
Account and the debt represented by it, in favour of State Bank of India, the Convenor (for the benefit of the Lenders) as continuing
security.
Foreign Currency Loans taken by the Company and its Indian Subsidiaries has been stated at exchange rate prevailing as at
March 31, 2018.
*RITL has ceased to be subsidiary of the Company w.e.f December 22, 2022 upon implementation of the approved resolution
plan.
2.24.2 Delay/ Default in repayment of Borrowing (Current and Non Current) and Interest
The Group has delayed/ defaulted in the payment of dues to the financial institutions, banks and debenture holders The lender wise
details are as under.
Amount represents rupees in crore and period represents maximum days
Sr. Name of Lender Borrowings Interest Borrowings Interest
No. Default As on Default As on Default As on Default As on
March 31, 2024 March 31, 2024 March 31, 2023 March 31, 2023
Amount Period Amount Period Amount Period Amount Period
I Loan From Banks / Financial Institutions
Burlington Loan Management DAC 163 2,303 – – 163 1,938 – –
Shubh Holdings Pte Ltd 2,460 2,590 – – 2,460 2,225 – –
Bank of Baroda 1,837 2,581 11 2,560 1,837 2,216 11 2,192
Bank of India 690 2,558 10 2,560 690 2,193 10 2,192
Bank of Maharashtra 473 2,510 – – 473 2,145 – –
172
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
173
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
During the earlier year and current year, (1) Shubh Holdings PTE Limited has assigned loan by ` 2,175 crore to SC Lowy
Financial (HK) Ltd and ` 387 crore to Deutsche Bank , (2) China Development Bank has assigned loan by ` 13 crore to
Deutche Bank AG London and (3) Standard Chartered Bank has assigned loan by ` 1,072 crores to ACRE 144 Trust.
2.24.4 Since the Company and its subsidires are under CIR Process and claims have been filed by lenders, the overall obligations
and liabilities including obligation for interest on loans shall be determined during the CIRP. The total loan amount has been
disclosed in delay/ default during the current year. However, corresponding amounts of the previous year’s delay/ default
are based on original terms of facility and from the date of recall, where loans have been recalled.
2.24.5 Apart from above outstanding of Interest, the Group has not provided Interest Expenses of ` 4,968 crore, ` 4,703 crore,
` 4,995 crore, ` 4,362 crore, ` 4,748 crore, ` 4,389 crore and ` 3,609 crore for the year ended March 31, 2024, March
31, 2023, March 31, 2022, March 31, 2021, March 31, 2020, March 31, 2019 and March 31, 2018 respectively
which includes interest on NCDs from LIC of ` 421 crore, `421 crore, ` 420 crore, ` 420 crore, ` 420 crore, ` 420 crore
and ` 418 crore for the year ended March 31, 2024, March 31, 2023, March 31, 2022, March 31, 2021, March 31,
2020, March 31, 2019 and March 31, 2018 respectively. Therefore it has not been disclosed.
2.24.6 The Group had been sanctioned working capital limits from banks in earlier years on the basis of security of current assets.
As there was no requirement to file quarterly returns, the Group has not filed the same with such banks.
(` in crore)
Particulars As at As at
March 31, 2024 March 31, 2023
Note 2.25
Trade Payables (Refer Note 2.39 and 2.49)
Due to Micro and Small Enterprises 52 46
Due to Creditors other than Micro and Small Enterprises 3,618 3,562
3,670 3,608
Particulars Outstanding for the following periods from due date of payment
Not due Less than 1-2 years 2-3 years More than Total
1 year 3 Years
As at March 31, 2024
(i) MSME – 6 3 – 43 52
(ii) Other than (i) above – 293 34 20 3,271 3,618
(iii) Disputed dues – MSME – - - - - –
(iv) Disputed dues – Other than (iii) above – - - - - –
Total – 299 37 20 3,314 3,670
174
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
(` in crore)
Outstanding for the following periods from due date of payment
Particulars Not due Less than 1-2 years 2-3 years More than Total
1 year 3 Years
As at March 31, 2023
(i) MSME – 3 – – 43 46
(ii) Other than (i) above – 164 28 23 3,347 3,562
(iii) Disputed dues – MSME – – – – – –
(iv) Disputed dues – Other than (iii) above – – – – – –
Total – 167 28 23 3,390 3,608
2.25.2 Disclosure under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED)
Under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) which came into force from October 2, 2006,
certain disclosures are required to be made relating to MSME. On the basis of the information and records available with the Company,
the following disclosures are made for the amounts due to Micro, Small and Medium Enterprises.
(` in crore)
Particulars As at As at
March 31, 2024 March 31, 2023
(i) Principal amount due to the enterprises defined under MSMED 53 52
(ii) Interest due thereon to the enterprises defined under MSMED 60 50
(iii) Amount of Interest paid to the enterprises under Section 16 of MSMED along with – –
the amount of the payment made to the supplier beyond the appointed day during
the accounting year
(iv) Payment made to the enterprises beyond appointed date under Section 16 of 2 1
MSMED
(v) Amount of Interest due and payable for the period of delay in making payment, which - -
has been paid but beyond the appointed day during the year but without adding the
interest specified under MSMED ` 12,99,570 (previous year ` 8,82,091)
(vi) The amount of interest accrued and remaining unpaid at the end of each accounting 60 50
year; and
(vii) The amount of further interest remaining due and payable even in the succeeding 42 35
years, until such date when the interest dues as above are actually paid to the
small enterprises for the purpose of disallowance as a deductible expenditure
under Section 23 of MSMED
(` in crore)
As at As at
March 31, 2024 March 31, 2023
Note 2.26
Other Financial Liabilities
Interest accrued and due 416 416
Unclaimed Dividend ` 11,04,469 (previous year ` 11,04,469)* – –
Capital Creditors 406 401
Other Liabilities (Refer Note 2.46.2(c)) 54,509 48,394
55,331 49,211
* Transferred ` Nil (Previous year ` Nil ) to Investor Education and Protection Fund (IEPF)
Note 2.27
Deferred Revenue (Refer Note 2.56)
Income Received in Advance 17 17
17 17
Note 2.28
Other Current Liabilities (Unsecured unless stated otherwise)
Advance from Customers 47 48
Other Current Liabilities 480 526
Security Deposit 2 2
529 576
175
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
(` in crore)
As at As at
March 31, 2024 March 31, 2023
Note 2.29
Income tax Liabilities (net)
Provision for Income Tax 4 -
4 -
Note 2.30
Provisions
Provision for Employee Benefit
Employee Benefits (Refer Note 2.51) 13 13
Others
Disputed and Other Claims (Refer Note 2.41) 1,215 1,215
Wealth Tax 1 1
1,229 1,229
(` in crore)
Particulars For the year ended For the year ended March
March 31, 2024 31, 2023
Note 2.31
Revenue from Operations
Sale of services (Refer Note 2.56) 383 479
383 479
Note 2.32
Other Income
Profit on sale of Property, Plant and Equipment 36 -
Interest Income on Deposit 30 16
Miscellaneous Income 6 10
72 26
Note 2.33
Access Charges, License Fees and Network Expenses
Access Charges 10 12
License Fees 36 41
Rent, Rates and Taxes 5 4
Network Repairs and Maintenance 44 46
Stores and Spares Consumed 1 1
Power, Fuel and Utilities 19 57
Bandwidth Charges 34 24
Other Network Operating Expenses 26 40
175 225
Note 2.34
Employee Benefits Expenses (Refer Note 2.49 and 2.51)
Salaries (Including Managerial Remuneration) 33 46
Contribution to Provident, Gratuity and Superannuation Fund 2 2
Employee Welfare and Other Amenities 3 4
38 52
176
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
(` in crore)
Particulars For the year ended For the year ended March
March 31, 2024 31, 2023
Note 2.35
Finance Costs
Interest on financial liabilities measured at amortised cost 47 47
47 47
Note 2.36
Sales and General Administration Expenses
Payment to Auditors 1 1
181 221
Note : 2.37
Previous Year
Figures of the previous year have been regrouped and reclassified, wherever required. Amount in consolidated financial statements
are presented in Rupees in crore, except as otherwise stated.
Note : 2.38
Consolidation
(a) The following subsidiary companies are included in the Consolidated Financial Statements.
177
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
(c) The associate companies considered in the Consolidated Financial Statements are :
Note : 2.39
Going Concern
Pursuant to an application filed by Ericsson India Pvt. Ltd before the National Company Law Tribunal, Mumbai Bench (“NCLT”) in terms
of Section 9 of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder (“Code”), the
NCLT had admitted the application and ordered the commencement of corporate insolvency resolution process (“CIRP”) of Reliance
Communications Limited (“Corporate Debtor”, “the Company”) vide its order dated May 15, 2018. The NCLT had appointed Mr.
Pardeep Kumar Sethi as the interim resolution professional for the Corporate Debtor vide its order dated May 18, 2018. However, the
Hon’ble National Company Law Appellate Tribunal (“NCLAT”) by an order dated May 30, 2018 had stayed the order passed by the
Hon’ble NCLT for initiating the CIRP of the Corporate Debtor and allowed the management of the Corporate Debtor to function. In
accordance with the order of the Hon’ble NCLAT, Mr. Pardeep Kumar Sethi handed over the control and management of the Corporate
Debtor back to the erstwhile management of the Corporate Debtor on May 30, 2018. Subsequently, by order dated April 30, 2019,
the Hon’ble NCLAT allowed stay on CIRP to be vacated. On the basis of the orders of the Hon’ble NCLAT, Mr. Pardeep Kumar Sethi,
178
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
wrote to the management of the Corporate Debtor on May 02, 2019 requesting the charge, operations and management of the
Corporate Debtor to be handed over back to IRP. Therefore, Mr. Pardeep Kumar Sethi had in his capacity as IRP taken control and
custody of the management and operations of the Corporate Debtor from May 02, 2019. Subsequently, the committee of creditors
of the Corporate Debtor pursuant to its meeting held on May 30, 2019 resolved, with requisite voting share, to replace the existing
interim resolution professional, i.e. Mr. Pardeep Kumar Sethi with Mr. Anish Niranjan Nanavaty as the resolution professional for the
Corporate Debtor in accordance with Section 22(2) of the Code. Subsequently, upon application by the CoC in terms of Section 22(3)
of the Code, the NCLT appointed Mr. Anish Niranjan Nanavaty as the resolution professional for the Corporate Debtor (“RP”) vide its
order dated June 21, 2019, which was published on June 28, 2019 on the website of the NCLT. Accordingly, the IRP handed over
the matters pertaining to the affairs of the Corporate Debtor to the RP as on June 28, 2019 who assumed the powers of the board
of directors of the Corporate Debtor and the responsibility of conducting the CIRP of the Corporate Debtor.
Further, pursuant to the meeting of the CoC of the Corporate Debtor dated March 2, 2020, a resolution plan, submitted by a
resolution applicant in respect of the Corporate Debtor, has been approved by the CoC. The application under Section 31 of the Code
filed by the RP for approval of resolution plan was heard on October 5, 2023, where the NCLT indicated that since the issues inter alia
pertaining to spectrum has remained pending before the Supreme Court of India for a while now, it would adjourn the plan approval
IA sine die with liberty to the applicant/ RP to mention the same.
An application (IA No. 383 of 2023) has been filed by a resolution applicant before NCLT for substitution of resolution applicant
in the resolution plan submitted in respect of RCOM. On September 7, 2023, the matter was heard at length by the NCLT, and
application has been allowed vide order dated December 12, 2023. A similar application (IA No. 749 of 2023) has been filed in
Reliance Telecom Limited (RTL) as well, wherein NCLT had directed the resolution professional of RTL to place on record necessary
declaration(s) in relation to compliance with the provisions of Section 29A, after getting the confirmation of CoC of RTL in relation
thereto. The RP is in the process of filing an affidavit.
Pursuant to strategic transformation programme, as a part of asset monetization and resolution plan of the Corporate Debtor,
the Corporate Debtor and its subsidiary companies; RTL and RITL (ceased to be a subsidiary w.e.f December 22, 2022), with
the permission of and on the basis of suggestions of the lenders, had entered into definitive binding agreements with Reliance Jio
Infocomm Limited (RJio) for monetization of certain specified assets on December 28, 2017 for sale of Wireless Spectrum, Towers,
Fibre and Media Convergence Nodes (MCNs). During an earlier year, the said asset sale agreements were terminated by mutual
consent on account of various factors and developments including inter alia non receipt of consents from lenders and permission/
approvals from Department of Telecommunication (DoT).
On completion of the corporate insolvency resolution process, the Group will carry out a comprehensive review of all the assets
including investments, balances lying in Goods and Service Tax, liabilities and impairment of goodwill on consolidation and accordingly
provide for impairment of assets and write back of liabilities, if any.
The Corporate Debtor had filed applications with the DoT for migration of various telecom licenses [Universal Access Service License
(UASL), National Long Distance (NLD) and International Long Distance (ILD) licenses] to the Unified License regime (UL) on October
25, 2020 (17 of which were supposed to expire on July 19, 2021). On June 15, 2021, the DoT has issued a letter to the Corporate
Debtor requiring payments of various categories of certain amounts such as 10% of the AGR dues, deferred spectrum installments
falling due within the CIRP period, etc. against the telecom licenses, stating such dues to be in the nature of “current dues” and
prescribing such payment as a pre-condition to the consideration/processing of the migration applications (“DoT Letter”). On June
25, 2021, the Corporate Debtor has issued a letter to DoT clarifying that the various categories of dues stipulated by the DoT are not
in the nature of the “current dues” and are to be resolved within the framework of the Code (being dues that pertain to the period
prior to May 7, 2019) and/ or are not payable at present, and requesting that making payments against the said dues should not be
mandated as a pre-condition for further processing of the migration applications filed by the Corporate Debtor.
In light of the urgency of the matter, the RP had filed an application before the NCLT in both RCOM and RTL praying that the DoT
inter alia be restrained from taking any action which may interfere with the continued holding of the telecom spectrum of the
Corporate Debtor. The NCLT had adjourned the matter following which the RP had thereafter filed a writ petition in the Delhi High
Court seeking issuance of an appropriate writ, order or direction in the nature of mandamus directing the DoT to migrate the telecom
licenses to UL without the insistence on the payment of the dues set out in DoT Letter. The Delhi High Court, on July 19, 2021,
passed an interim order that “till the next date, the respondent is directed to not take any coercive action against the petitioner
for withdrawal of the telecom spectrum granted to the petitioner in respect of 18 service areas, as also to permit the petitioner to
continue providing telecom services in the 18 service areas which are subject matters of the present petition.” On July 20, 2021,
the writ petition hearing concluded and order was passed by the Delhi High Court permitting the withdrawal of the writ petition with
direction that the issue on “current dues” should be decided by the NCLT and extending the protection under the July 19, 2021 order
by further 10 days.
In view of the aforesaid, the NCLT was apprised of the order of the Delhi High Court and the NCLT has, as an interim measure,
extended the ad interim protection granted by the Delhi High Court until the next date of hearing. Further, on August 12, 2021, the
NCLT has directed that the interim orders shall continue until the next date of hearing. The issue under consideration by the NCLT
relates to whether the dues being claimed by DoT in its letter of June 15, 2021 for the purposes of processing the license renewal/
migration applications of the Corporate Debtor are in the nature of “current dues” (within the meaning of the Explanation to Section
14(1) of the Code) and therefore, payable during the CIRP period. The application was listed on various occasions before the NCLT;
179
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
however effective hearing did not take place due to paucity of time. Matter was last listed on August 08, 2023 and the matter was
adjourned on next several dates and the next date of hearing is July 03, 2024.
Simultaneously, a petition has been filed before the Telecom Disputes Settlement and Appellate Tribunal (“TDSAT”) seeking directions
for migration of the telecom licenses, in view of the Guidelines for Grant of Unified License dated March 28, 2016 issued by the
DoT, not prescribing pre-condition for any payment to be made prior to the migration of the telecom licenses. The TDSAT, on
September 23, 2021, has directed that “The interim arrangement shall be considered further after receipt of the order of NCLT.
However, till then let the status quo be maintained in terms of initial order of Delhi High Court passed on 19.7.2021 which has
continued thereafter by further order of the High Court followed by orders of NCLT.”On March 15, 2022, the TDSAT granted time for
filing rejoinder and continued the interim order dated September 23, 2021. The matter was last listed on April 28, 2023 and then
adjourned to August 28,2023. On August 28, 2023 and April 10, 2024, the counsels apprised the TDSAT that matter is still pending
in NCLT and therefore the matter has been adjourned to July 29,2024.
Similarly, in the case of RTL, in one of the circles where the UASL license was due to expire on September 26, 2021, an application
had been filed with DoT on July 16, 2021 for migration of UASL to UL wherein the DoT has sought for payment of certain dues as
“current dues” (being dues that pertain to the period prior to May 7, 2019 and are not payable at present) as a pre-condition for
consideration of the application. The RP has filed an application in the NCLT and a petition before the TDSAT in this regard (which
matters are heard together with the RCOM license migration matters). On September 23, 2021, the TDSAT has directed that “Since
the matters are similar in nature, in the interest of justice and uniformity the interim order of status quo as operating in TP No. 31
of 2021 shall operate in this matter also till the next date. It will be in the interest of petitioner to expedite the proceeding pending
before the NCLT and try its best to produce the orders passed by that Tribunal by the next date.” On March 15, 2022, the DOT had
been granted 6 weeks’ time by TDSAT to file the reply, and rejoinder was to be filed before the next date of hearing. The TDSAT further
directed that the interim order passed by the TDSAT vide order dated September 23, 2021 shall stand continuing to be operative
during the pendency of the petitions. The matter was last listed on April 28, 2023 and next listed on August 28, 2023.On August
28, 2023 and April 10, 2024, the counsels apprised the TDSAT that matter is still pending in NCLT and therefore the matter has
been adjourned to July 29, 2024.
Further, Telecom Petition No. 9 and 10 of 2024 were filed on behalf of RCOM against the impugned demand notices for FY 2015-
16 to FY 2023-24 seeking alleged shortfall of license fee paid by RCOM. The order was passed by the TDSAT on 09.05.2024
(“Impugned Interim Order”) permitting the DOT to invoke the Bank Guarantees (“BGs”) to the tune of `. 49 crores. RCOM had filed the
petition before Delhi High Court under Article 227 of the Constitution of India against the Impugned Interim Order on 10.05.2024..
Meanwhile BGs to the tune of `. 2 crores were encashed. On 14.05.2024 the Hon’ble Delhi High Court had directed the DOT to
not encash the remaining BGs which had not been encashed till 17.05.2024. Further, on 17.05.2024, TDSAT has granted a stay on
the encashment of BGs of RCOM by the DoT, until further orders in TDSAT Petitions and this matter is next listed on 31.05.2024.
Pursuant to the order dated 17.05.2024, the Petitioner withdrew its Writ Petition before the HC.
Considering these developments including, in particular, the RP having taken over the management and control of the Corporate
Debtor and its subsidiaries, i.e. RTL and RCIL (with RCIL presently being under the management and control of the monitoring
committee constituted in terms of its resolution plan which was approved by the NCLT on December 19, 2023 and the resolution
plan implementation being still pending) (“Group”) inter alia with the objective of running them as going concerns, the consolidated
financial results continue to be prepared on going concern basis. Since the Group continues to incur losses, current liabilities exceed
current assets and Group has defaulted in repayment of borrowings, payment of regulatory and statutory dues and pending renewal of
telecom licenses, these events indicate that material uncertainty exists that may cast significant doubt on Group’s ability to continue
as a going concern.
In case of two overseas subsidiaries and one domestic subsidiary, it indicates the existence of material uncertainty due to loss year
ended March 31, 2024, total liabilities exceeding total assets and holding company Reliance Communications Limited is undergoing
insolvency proceeding. Further, in case of one other overseas subsidiary, the networth of the subsidiary company is fully eroded and
holding company is undergoing insolvency proceeding which indicates material uncertainty to going concern. The above has been
qualified by respective Auditors in their Audit reports of these subsidiaries. Further, in case of one other overseas subsidiary, the Auditor
has given Qualification for Material Uncertainty on Going Concern in the Audit report. Also, in respect of an associate, Auditors have
drawn emphasis of matter relating to going concern in their Audit report.
The said notes as given in respective financial statements are reproduced below:
Reliance Communications Inc. : For the year ended March 31, 2024, the Company has incurred a net loss of US $ 149,409,919
and as of date, the Company’s total liabilities exceeds its total assets by $ 154,573,314 and the ultimate parent company in India
is undergoing insolvency proceedings. The material uncertainty exists which may cast doubt on Company’s ability to continue as a
going concern.
180
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Reliance Communications Canada Inc : For the year ended March 31, 2024, the Company’s total liabilities exceed its total assets
by $ 34,681 and the ultimate parent company in India is undergoing insolvency proceedings. The material uncertainty exists which
may cast doubt on Company’s ability to continue as a going concern.
Reliance Communications International Inc.: For the year ended March 31, 2024, has incurred a net loss of US $ 1,92,415 as of
date, the Ultimate Parent Company in India is undergoing insolvency proceedings. Based on these events and conditions along with
other matters, indicate that the material uncertainty exists which may cast significant doubt on Company’s ability to continue as
a going concern. The rationale for the management , to prepare the financial statements on a going concern basis is that profitable
operations are continuing and its likely that a suitable investor will be found.
Reliance Infocomm Inc : For the year ended March 31, 2024,has incurred a net loss of US $ 11,407 and as of date, the Company’s
total liabilities exceeds its total assets by $ 2,054,582 and the ultimate parent company in India is undergoing insolvency proceedings.
The material uncertainty exists which may cast doubt on Company’s ability to continue as a going concern.
Mumbai Metro Transport Private Limited : Since the business operations of the Company has ceaseed to continue on account
of termination of the concession agreement with mutual consent by both the parties, the accounts of the Company has not been
prepared as per going concern principle and the balance appearing in the Financial Statement are lower of cost or its realisable value.
Note : 2.40
Schemes of Amalgamation and Arrangement
1. Pertaining to earlier years,
The Company, in the earlier years, underwent various restructuring Schemes through Court including restructuring of ownership
of telecom business so as to align the interest of the shareholders Accordingly, pursuant to the Schemes of Amalgamation and
Arrangement (“the Schemes”) under Sections 391 to 394 of the Companies Act, 1956 approved by Hon’ble High Court of
respective judicature, the Company, during the respective years, recorded all necessary accounting effects, along with requisite
disclosure in the notes to the accounts, in accordance with the provisions of the said Schemes. Reserves, pursuant to the said
Schemes, include:
(i) ` 8,047 crore being Securities Premium, which was part of the Securities Premium of erstwhile Reliance Infocomm Limited
(RIC), the transferor company.
(ii) ` 12,345 crore, being part of General Reserve, on fair valuation of assets and liabilities of the Company in accordance with
the Scheme of Amalgamation, amalgamating Reliance Gateway Net Limited (RGNL) into the Company.
(iii) During the earlier year, ` 7 crore being Goodwill arising on consolidation pursuant to the Scheme of Amalgamation between
subsidiaries debited to General Reserve.
(iv) During the earlier year, additional depreciation consequent upon fair valuation of assets carried out has been adjusted to
General Reserve by subsidiaries.
(v) During the earlier year, ` 470 crore being excess of liabilities over assets has been adjusted from General Reserve pursuant
to demerger of BPO division to RCIL.
(vi) Pursuant to the said Scheme of Amalgamation (Refer Note (ii) above), on account of the fair valuation during the year
ended on March 31, 2009, additions/ adjustments to the fixed assets included increase in Freehold Land by ` 225 crore,
Buildings by ` 130 crore and Telecom Licenses by ` 14,145 crore.
(vii) Pursuant to the demerger, the Company computed goodwill of ` 2,659 crore arising on consolidation using the step up
method based on date of original investment by Reliance Industries Limited (RIL) prior to demerger instead of considering the
date of demerger as the date of investment in absence of specific guidance in Accounting Standard (AS) 21 “Consolidated
Financial Statements” in a demerged scenario.
(viii) During the earlier year, pursuant to the Scheme of Demerger (“the Scheme”) sanctioned by the Hon’ble High Court of
Judicature at Bombay and at Jaipur, the Company has acquired Wireless undertaking of Systema Shyam Teleservices Limited
(SSTL) with effect from October 31, 2017. Upon merger of Wireless undertaking of SSTL, ` 1,397 crore being excess of
assets over liabilities taken over has been credited to Capital Reserve. The Company had also allotted 27,65,53,305 nos of
Equity Shares of ` 5 each, on October 31, 2017, to shareholder of SSTL.
181
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Note : 2.41
Movement of Provisions
(` in crore)
Particulars Current Non Current
For the year ended For the year ended
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
Provision for Retirement Benefits
Balance at the beginning of the year 13 16 6 10
Additional provision/ (Reversal) – (1) - (1)
Deconsolidation of Subsidiaries – (2) – (3)
Balance at the close of the year 13 13 6 6
Note : 2.42
Contingent Liabilities and Capital Commitment (as represented by the Management)
(` in crore)
Particulars As at As at
March 31, 2024 March 31, 2023
(i) Estimated amount of contracts remaining to be executed on capital account (net of – –
advances) and not provided for
(ii) Disputed Liabilities not provided for
– Sales Tax, VAT and CST 169 169
– Custom, Excise, Service Tax, GST and CENVAT Credit 10,927 10,886
– Entry Tax, Octroi and Entertainment Tax 62 62
– Income Tax 1,414 1,414
- Other Litigations ( Refer note (a) and (b) below ) 8,399 8,657
(iii) Claims against the Group not acknowledged as debts 1,865 1,719
(iv) Guarantees given by the Group 3,914 3,963
(v) Capital Commitment (Refer Note 2.69) 140 -
182
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
a) DoT has filed an application in NCLT for condonation of delay in filing claim of ` 2,639 crore towards license service
areas (customer application form and electromagnetic field penalties) which was listed on April 17, 2024, where RP
Counsel briefly made submissions and the NCLT enquired if the said claim is reflecting in the books of accounts of
the Corporate Debtor, RTL and / or has already been included as part of DOT claims. RP counsel took time to take
instructions in this regard. The NCLT accordingly adjourned the DOT application to May 08, 2024 and thereafter due to
paucity of time to July 03, 2024. The said claim is included in Other Litigations above, since the same is subjudice.
b) Includes ` 0.41 crore in respect of a particular case based on the original disputed amount for which the case was
filed by the complainant. The Company has not disclosed / recognized the revised contingent liability of ` 59.75 crore
basis an amended suit served on the Company, which amendment was allowed vide the order of Ld. Court dated 19
April 2022 during the moratorium period which cannot be entertained or allowed, on account of the moratorium under
Section 14 of the Code.
The said amount of contingent Liability of ` 59.75 Crore which was amended in the suit, and was served upon RCOM
is unchanged, same was argued by filing an Written Arguments for and on behalf of RCOM before the learned Justice
Shri. Indalkar, Sr. Division City Civil Court, Belapur. The said matter is now adjourned on July 16, 2024.
(vi) Consequent to the investigations by an investigative agency (CBI) in relation to the entire telecom sector in India, certain
preliminary charges were framed by a Trial Court in October, 2011 against Reliance Telecom Limited (RTL), a wholly owned
subsidiary of the Company and three of the executives of the group. The Special CBI Judge vide judgment dated December
21, 2017 has acquitted the persons so named. CBI has filed an appeal before the Hon’ble Delhi High Court challenging the
said Trial Court order. These proceedings have no impact on the business, operations and/or licenses of the Company and,
even more so, are not connected in any manner to any other Group companies.
(vii) Spectrum Charges
Department of Telecommunication (DoT) had, during the earlier years, issued demand on the Company for ` 1,758 Crore
towards levy of one time Spectrum Charges (OTSC), being the prospective charges for holding CDMA spectrum beyond 2.5
MHz for the period from January 1, 2013 till the expiry of the initial terms of the respective Licenses. DoT had also issued
a demand on RTL, a Subsidiary of the Company one time Spectrum Charges, being retrospective charges of ` 5 crore for
holding GSM Spectrum beyond 6.2 MHz for the period from July 1, 2008 to December 31, 2012 and respective charge
of ` 169 crore for GSM spectrum held beyond 4.4 MHz for the period from January 1, 2013 till the expiry of the initial
terms of the respective Licenses. Based on a petition filed by the Company and its subsidiary the Hon’ble TDSAT, vide its
order dated February 4, 2019, set aside the impugned orders and demands for OTSC except for Bihar circle. The said order
passed by Hon’ble TDSAT has been stayed by Hon’ble Supreme Court vide its order dated August 19, 2019 and the matter
remains sub juice.
(viii) In Reliance Realty Limted (RRL) or the Company has filed a Writ Petition challenging an order passed by Maharashtra
State Electricity Distribution Company Limited (MSEDCL) in the purported exercise of its powers under section 126 of the
Electricity Act, 2003. By the said order MSEDCL has purported to demand a sum of ` 1184.23 crore for alleged unauthorized
use of electricity for the period of 18th March, 2009 to19th March, 2015. MSEDCL has filed an Interim Application dated
5th August, 2021, there by stating that, the Company had moved a Civil application in 2015 pursuant to which the
ad-interim order directing a deposit of ` 600 crores stood modified with the Hon’ble Bombay High Court granting two
installments of ` 200 crores paid under protest and `100 crores aggregating to ` 300 crores. It is further alleged that, the
Company has failed to deposit ` 100 crores in accordance with the Order dated 20.08.2015 and the Petition and Civil
Application were pending for hearing. The matter will be listed for final hearing in due course. Further, RRL or the Company
has challenged an Order by which MSEDCL has purported to confirm the provisional assessment done by it and notice issued
in this regard under Section 126 of the Electricity Act, 2003 requiring the Company to pay an exorbitant amount of ` 18.77
crore interalia on the purported ground that it does not have a Registration from the Government of Maharashtra under the
relevant IT/ ITES Policy. The matter will be listed in due course.
(ix) During the year ended March 2024, National Company Law Appellate Tribunal Delhi, directed National Company Law
Tribunal to re-examine the matter on merits filed by a vendor for his demand against Reliance Realty Limted (RRL), wholly
owned subsidiary of the Company for a value of ` 4.09 Crores under Section 9 of the Insolvency and Brankruptcy Code,
2016. The matter is currently subjudice
183
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Note : 2.43
Leases
The Assets of the Company and its two subsidiaries are held for sale as per Ind AS 105 and being short term in nature and
accordingly lease agreements are considered to be short term in nature. Hence, Ind AS 116 has not been applied by the Group.
Note : 2.44
2.44.1 Financial Instruments
The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair values:
Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short
term loans from banks and other financial institutions approximate their carrying amounts largely due to the short term maturities
of these instruments
Financial Instruments with fixed and variable interest rates are evaluated by the Group based on parameters such as interest rates
and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for the expected
losses of these receivables.
Fair value hierarchy
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
Level 3 – Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The carrying value and fair value of financial instruments by categories as of March 31, 2024 and March 31, 2023 were as follows:
(` in crore)
Particulars As at As at
March 31, 2024 March 31, 2023
Financial assets at amortised cost:
Cash and cash equivalents (Refer Note 2.12) 205 218
Bank Balances (Refer Note 2.13) 181 170
Trade receivables (Refer Note 2.11) 311 288
Loans (Refer Note 2.14) 387 385
Other financial assets (Refer Note 2.15 & 2.05) 117 133
Total 1,201 1,194
Financial assets at fair value through Consolidated statement of Profit and Loss:
Investments (Refer Note 2.04 and 2.10) 33 32
Financial Liabilities at fair value through other Comprehensive Income: Nil Nil
184
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Activities of the Group expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group’s primary focus is
to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The
Group’s financial liabilities comprise of borrowings, trade payable and other liabilities to manage its operation and the financial assets
include trade receivables, deposits, cash and bank balances, other receivables etc. arising from its operation.
Corporate Insolvency Resolution Process (“CIR Process”) had been initiated in case of the Company and four of its subsidiaries (RITL’s
implementation of resolution plan has been completed and RITL has ceased to be a subsidiary of the Company w.e.f 22nd December,
2022 (Refer Note 2.46.2(a)) ) under the Provisions of the Insolvency and Bankruptcy Code, 2016 (the Code) and in case of RTSL,
NCLT has ordered for initiation of liquidation proceedings (Refer Note2.46.2(b)). Pursuant to the order, the management of affairs of
the Company and powers of board of directors of the Company and its two subsidiaries stand vested with the Resolution Professional
(“RP”) appointed by the NCLT. RCIL is under Monitoring Committee. The framework and the strategies for effective management will
be established post implementation of Resolution Plan. Presently, the financial management activities are restricted to management
of current assets and liabilities of the Group and the day to day cashflow and its associated risks are as under:
Market risk
The Group also operates internationally and hence, a portion of the business is transacted in several currencies. Consequently, the
Company is exposed to foreign exchange risk to the extent that there is mismatch between the currencies in which it sells and
services, purchases from overseas suppliers and borrowings in various foreign currencies. Market Risk is the risk that changes in market
prices such as foreign exchange rates, interest rates will affect income or value of its holding financial assets/ instruments. The
exchange rate between rupee and foreign currencies has changed substantially in recent years and may fluctuate significantly in the
future. As a result, operations of the Group are adversely affected as the rupee appreciates/ depreciates against US dollar. Euro. GB
pound etc. Since the Group and two of its subsidiaries are under CIR Process, it is not required to meet any loan or interest obligation
till the resolution plan is implemented. As the overall obligation and liabilities shall be determined during CIR Process, foreign curreny
loans are stated at exchange rate as at March 31, 2018.
(` in crore)
185
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
The Group does not hold derivative financial instruments. The Group offsets a financial asset and a financial liability when it currently
has a legally enforceable right to set off the recognized amounts and the Group intends either to settle on a net basis, or to realise
the asset and settle the liability simultaneously.
Credit risk
Credit risk refers to the risk of default on its obligation by the customer/ counter party resulting in a financial loss. The maximum
exposure to the credit risk at the reporting date is carrying value of respective financial assets.
Trade receivables and unbilled revenue are typically unsecured and are derived from revenue earned from the customer Credit risk
has always been managed by each business segment through credit approvals, establishing credit limits and continuously monitoring
the credit worthiness of customers to which the Group grants credit terms in the normal course of business. On account of adoption
of Ind AS 109, the Group uses expected credit loss (ECL) model to assess the impairment loss or gain. ECL methodology depends
on whether there is any significant increase in credit risk. In case of significant increase in credit risk, life time ECL is used; otherwise
twelve month ECL is used. The Group uses a provision matrix to compute the expected credit loss allowance for trade receivables
and unbilled revenues. The provision matrix takes into account available external and internal credit risk factors such as default risk of
industry, credit default swap quotes, credit ratings from international credit rating agencies and historical experience for the customer
Credit risk on cash and cash equivalents is limited as the Group generally invests in deposits with banks and financial institutions with
high credit ratings assigned by international and/ or domestic credit rating agencies. Investments primarily include investment in liquid
mutual fund units, quoted bonds issued by the Government and Quasi Government organizations and certificates of deposits which
are funds deposited at a bank for a specified time period.
186
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Liquidity risk
The Company and two of its subsidiaries are under CIR Process. The Group depends upon timely receipt from sales and delay in
sales realisation as well as vendor payments can severely impact the current level of operation. Liquidity crises had led to default in
repayment of principal and interest to lenders. Since, the Company and its subsidiaries are under CIR Process, it is not required to
meet any loan or interest obligation till the resolution plan is implemented.
Liquidity risk is the financial risk that is encountered due to uncertainty resulting in difficulty in meeting its obligations. An entity is
exposed to liquidity risk if markets on which it depends are subject to loss of liquidity for any reason; extraneous or intrinsic to its
business operations, affecting its credit rating or unexpected cash outflows. A position can be hedged against market risk but still
entails liquidity risk. Prudence requires liquidity risk to be managed in addition to market, credit and other risks as it has tendency to
compound other risks. It entails management of assets, liabilities focused on a medium to long-term perspective and future net cash
flows on a day by day basis in order to assess liquidity risk.
As the Company and two of its subsidiaries are under CIR Process, Liquidity Periodic budget and rolling forecasts shall be determined
during CIR process.
Note : 2.45
Earnings per Share (EPS) For the year ended For the year ended
March 31, 2024 March 31, 2023
Basic and Diluted EPS (after Exceptional Items) from continuing operations
(a) Profit attributable to Equity Shareholders (` in crore) (used as numerator for (101) (277)
calculating Basic and Diluted EPS)
(b) Weighted average number of Equity Shares (used as denominator for calculating 2,74,42,54,050 2,74,42,54,050
Basic and Diluted EPS)
(c) Basic and Diluted Earnings per Share of ` 5 each (`) (0.37) (1.01)
Basic and Diluted EPS (after Exceptional Items) from discontinued operations
(a) Profit attributable to Equity Shareholders (` in crore) (used as numerator for (7,111) (14,222)
calculating Basic and Diluted EPS)
(b) Weighted average number of Equity Shares (used as denominator for calculating 2,74,42,54,050 2,74,42,54,050
Basic and Diluted EPS)
(c) Basic and Diluted Earnings per Share of ` 5 each (`) (25.91) (51.82)
Basic and Diluted EPS (after Exceptional Items) from continuing and discontinued
operations
(a) Profit attributable to Equity Shareholders (` in crore) (used as numerator for (7,212) (14,499)
calculating Basic and Diluted EPS)
(b) Weighted average number of Equity Shares (used as denominator for calculating 2,74,42,54,050 2,74,42,54,050
Basic and Diluted EPS)
(c) Basic and Diluted Earnings per Share of ` 5 each (`) (26.28) (52.83)
Basic and Diluted EPS (before Exceptional Items) from continuing operations
(a) Profit attributable to Equity Shareholders (` in crore) (used as numerator for (127) (171)
calculating Basic and Diluted EPS)
(b) Weighted average number of Equity Shares (used as denominator for calculating 2,74,42,54,050 2,74,42,54,050
Basic and Diluted EPS)
(c) Basic and Diluted Earnings per Share of ` 5 each (`) (0.46) (0.62)
Basic and Diluted EPS (before Exceptional Items) from discontinued operations
(a) Profit attributable to Equity Shareholders (` in crore) (used as numerator for (962) (567)
calculating Basic and Diluted EPS)
(b) Weighted average number of Equity Shares (used as denominator for calculating 2,74,42,54,050 2,74,42,54,050
Basic and Diluted EPS)
(c) Basic and Diluted Earnings per Share of ` 5 each (`) (3.50) (2.07)
187
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Earnings per Share (EPS) For the year ended For the year ended
March 31, 2024 March 31, 2023
Basic and Diluted EPS (before Exceptional Items) from continuing and discontinued
operations
(a) Profit attributable to Equity Shareholders (` in crore) (used as numerator for (1,089) (738)
calculating Basic and Diluted EPS)
(b) Weighted average number of Equity Shares (used as denominator for calculating 2,74,42,54,050 2,74,42,54,050
Basic and Diluted EPS)
(c) Basic and Diluted Earnings per Share of ` 5 each (`) (3.97) (2.69)
Note : 2.46
Exceptional Items
(a) During the previous year, the Company received a notice from Axis Trustee Services Limited (“Axis Trustee” / “Security Trustee”)
on November 9, 2022 regarding invocation cum sale of pledged shares Globalcom IDC Limited (“GIDC”). Thereafter, the
Company received a notice of invocation of pledge over such shares from Axis Trustee on December 14, 2022. As a matter
of background, it may be noted that Reliance Webstore Limited (“RWSL”, “Parent Company”) is a wholly owned subsidiary
of RCOM, holding 100% of equity shares in GIDC. Accordingly, GIDC was a wholly owned step-down subsidiary of RCOM.
Vide facilities agreement dated August 29, 2016, RCOM and RITL had availed a loan facility of ` 565 crore and ` 635 crore
respectively from State Bank of India (“Lender”). Vide share pledge agreement dated September 23, 2016, RWSL had pledged
100% of its shareholding in GIDC comprising 20,99,994 equity shares to Axis Trustee (in its capacity as a security trustee for
the Lender) for above loan facility.
Owing to defaults in the repayment of the facilities availed by RCOM and RITL, Axis Trustee first proceeded to issue a notice for
the invocation cum sale of pledged shares on November 9, 2022, and thereafter, invoked the pledge on December 12, 2022.
On account of said invocation, the parent company does not have any control over the GIDC. Accordingly, during the previous
year, GIDC has been de-subsidiarised w.e.f. December 12, 2022 and the impact of loss of control (without the value of shares
invoked) over GIDC amounting to ` 106 crore was charged to the Consolidated financial statements as an exceptional item.
The impact of loss of control given in the books of account is without the value of shares invoked by the lender. The management
will give the effect of the value of invocation of shares with the corresponding decrease in the value of liability on the receipt
of the said details from the lender.
(b) During the year, Reliance Communications (Australia) PTY Limited and Reliance Communications (New Zealand) PTE Limited,
both step-down overseas subsidiary companies of the Corporate Debtor, having no operations, have been deregistered w.e.f June
04, 2023 and June 22, 2023 respectively by the authorities in the respective country pursuant to an application by the said
companies in this regard. Accordingly, the said companies have been deconsolidated during the year for the purpose of and as
per requirement of Ind AS 110 “consolidated Financial Statement” and Profit on deconsolidation of ` 4 crore for the year ended
March 31, 2024 has been shown as Exceptional Items in the consolidated financial statements.
(c) During the year, pursuant to a letter retrieved by the Corporate Debtor on August 17, 2023, as part of a routine compliance
check, from the official website of Netherlands Chamber of Commerce KVK, it has come to its attention that Reliance Globalcom
B.V, The Netherlands. (RGBV), a subsidiary of RCOM, has been de-registered from the Trade Register of the Netherlands
Chamber of Commerce KVK, with effect from June 01, 2023. Accordingly, RGBV is deconsolidated for the purpose of and as per
requirement of Ind AS 110 “Consolidated Financial Statement”. Profit on desubsidiarisation of ` 22 crore during the year ended
March 31, 2024 has been shown as Exceptional Items in the consolidated financial statements. Further, the overseas subsidiaries
of RGBV continue to be consolidated in the consolidated financial statements on a line by line basis.
188
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
professional of RITL, and RITL was placed under the supervision of a Monitoring Committee constituted under the provisions of
the approved resolution plan comprising of two nominees/representatives of approving financial creditors, two nominees of the
Resolution Applicant (RA) and Mr. Anish Niranjan Nanavaty (as the Insolvency Professional).
An application bearing number 1960 of 2019 had been filed by Doha Bank and other banks before the NCLT, Mumbai Bench
challenging the constitution of the CoC of RITL basis certain corporate guarantees issued by RITL in respect of facilities availed
by the Corporate Debtor, allegedly without consent of the applicant lenders. The NCLT vide order dated March 2, 2021 has
partly allowed the appeal and directed “R2 to R7 are not recognised as Financial Creditors of the Corporate Debtor. R1 (RP) is
directed to re-constitute the CoC…” An appeal was filed by certain lenders against the order of the NCLT before NCLAT in State
Bank of India v. Doha Bank Q.P.S.C. & Ors, Company Appeal (AT)(Ins) No. 304 of 2021. On April 12, 2021, the NCLAT stayed
the operation of the impugned order until next date. The Hon’ble NCLAT has vide its order dated October 14, 2022 dismissed
the said appeal, and upheld the order passed by the NCLT, inter alia, stating as follows:
17. For all the aforenoted reasons, this Appeal fails and is accordingly dismissed. No Order as to costs.
Certain creditors (who are parties to IA No.1960 of 2019) filed an appeal bearing Civil Appeal No. 8527/2022 before the
Hon’ble Supreme Court assailing the order dated October 14, 2022 (“SBI SC Appeal”). The SBI SC Appeal was listed last on
November 30, 2022, where the Hon’ble Supreme Court was pleased to issue notice in the SBI SC Appeal. The matter was
thereafter listed on March 27, 2023. During the hearing on March 27, 2023, theBench expressed that the issue involved in
the matter requires detailed consideration and accordingly, directed re-listing of the matter for final hearing and disposal on a
non-miscellaneous day in the month of August 2023.
An application had also been filed by Doha Bank before the NCLT, Mumbai Bench bearing number IA 3055 of 2019 challenging
the decision of the RP of RITL of admission of claims of certain indirect lenders in the CIRP of RITL, on the basis of a deed
of hypothecation. The NCLT had, vide order dated March 2, 2021, dismissed the application. An appeal was filed by Doha
Bank against the order of the NCLT before the NCLAT in Doha Bank and Ors. v. Anish Nanavaty & Ors., Company Appeal (AT)
(Insolvency) No. 414 of 2021. On June 22, 2021 the NCLAT granted stay on distribution of proceeds under the plan among
financial creditors as interim relief. The NCLAT vide its order dated September 9, 2022 set aside the order passed by the NCLT
and derecognized the creditors of RITL whose claims were admitted basis the deed of hypothecation (“Derecognized DoH
Creditors”), as financial creditors. Further, the NCLAT remanded the matter back to the NCLT to take all actions consequential to
such derecognition. The relevant portion of the order passed by the Hon’ble NCLAT is as below:
12. In view of the above stated position of law and fact we are not in a position to sustain the order of the Adjudicating Authority
and we are constrained to set aside the impugned order of the Adjudicating Authority and remanding back to the Adjudicating
Authority for taking all consequential actions resulting from de-recognizing R-2 to R-5 as ‘Financial Creditors’. No order as to
costs.
Basis the directions issued by the NCLAT, the erstwhile resolution professional of RITL had preferred an application bearing
number IA 2820 of 2022 before the NCLT seeking directions for taking consequential actions pursuant to the order dated 9
September 2022.
Meanwhile, the Derecognized DoH Creditors have filed various appeals (including Civil Appeal No. 7407 of 2022, Civil Appeal
No. 7298 of 2022, Civil Appeal No. 7615, and Civil Appeal No. 7328) against the order passed by the NCLAT before the
Hon’ble Supreme Court of India (“Secured Creditors Appeals”). The Hon’ble Supreme Court of India has vide its order dated
October 21, 2022 issued notice in such appeals (barring the appeal filed by Industrial and Commercial Bank of China which was
taken up later by the Bench on December 14, 2022 owing to pending rectification of defects). Vide the order dated October
21, 2022, the Hon’ble Supreme Court has stayed the operation of the order passed by the NCLAT. The relevant portion for the
order passed by the Hon’ble Supreme Court of India states as follows:
Issue notice. Until further orders, there shall be stay of the operation of the impugned Order(s).
Further, when the Hon’ble Supreme Court of India took up the appeal filed by Industrial and Commercial Bank of China on
December 14, 2022, it was pleased to tag all the Secured Creditors Appeals together, and such appeals are now next listed in
18th July 2023(tentatively).
Considering the pendency of inter-creditor disputes highlighted above, Reliance Projects and Property Management Services
Limited had preferred an application before the NCLT bearing I.A No. 3429 of 2022 seeking necessary directions to allow the
implementation of the resolution plan approved in respect of RITL, by way of deposit of the plan amount in an escrow account,
with the inter se distribution of the amounts among financial creditors being subject to the final outcome of the aforesaid
legal proceedings concerning the status of financial creditors. The financial creditors of RITL did not have any objection to the
aforesaid, provided that the distribution of these amounts amongst the financial creditors will be subject to the outcome of the
SBI SC Appeal and Secured Creditors Civil Appeal (collectively referred to as the “Pending SC Appeals”). The Hon’ble NCLT vide
order dated November 21, 2022 (“Nov 21 Order”) permitted the Resolution Applicant to proceed with implementation of the
resolution plan and depositing the total value of the resolution plan, in an escrow account to be opened with State Bank of India.
The relevant excerpts of the Nov 21 Order are set out below:
189
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Accordingly, this Bench is of the view that an Escrow Account should be permitted to be opened in the State Bank of India, and
the total value of the Resolution Plan should be deposited in that account. Further, the distribution of the amount so deposited
in the Escrow account shall be in terms of the order passed by the Hon’ble Apex Court and after obtaining permission/orders
from this Bench.
This position was also reiterated by the Hon’ble Supreme Court in its order dated November 30, 2022, when the SBI SC Appeals
were listed before it and it inter alia directed that the amounts payable in terms of the resolution plan be deposited in an escrow
account to be opened with State Bank of India (i.e., the account bank herein) in terms of the Nov 21 Order with no distributions
from the said account till the next date of hearing. The relevant excerpts in relation to the order dated November 30, 2022, are
set out below:
In the meanwhile, we direct that the proponent will deposit the amount/money payable in an escrow account to be opened
in the State Bank of India in terms of the order dated 21.11.2022 passed by the National Company Law Appellate Tribunal
Court-I, Mumbai Bench, Maharashtra””
“Pursuant to the above, RPPMSL issued a closing action notice dated December 21, 2022 committing to implement the
resolution plan on or before December 23, 2022.
Accordingly, in pursuance of the above and in compliance with the Nov 21 Order, the Escrow Agreement dated December 22,
2022 (“Escrow Agreement”) has been executed between RITL, representative of financial creditors State Bank of India and
China Development Bank, RPPMSL, Mr. Anish Nanavaty (as authorised signatory) and State Bank of India (as account bank) for
purposes of recording the terms governing the escrow account set up in accordance with the Nov 21 Order.
RPPMSL has transferred an amount of Rs 3720 crore in the escrow account(s) opened in pursuance of the Escrow Agreement,
in lieu of which 372,00,00,000 Zero Coupon Optionally Fully Convertible Debentures (“OFCD”) have been allotted to RPPMSL.
Further, as part of the implementation, RPPMSL has infused an amount of Rs 5 crorein the share subscription account of
the Company with State Bank of India, in lieu of which, 50,00,000 (Fifty Lakhs) equity shares of RITL have been allotted to
RPPMSL (along with its nominees).
Simultaneously, the entire existing issued, subscribed and paid-up share capital of the Company, being (a) 2,79,31,41,868
equity shares of INR 10 each, aggregating to Rs 2793 crore; and (b) 4,00,00,000 0.1% Redeemable, Non-Cumulative, Non-
Convertible preference shares of INR 10 each, aggregating to Rs 40 crore (except the paid-up equity share capital to the extent
of the upfront equity infusion amounting to Rs 5 crore allotted to RPPMSL (along with its nominees) in terms of the resolution
plan), has been cancelled/reduced.
The amounts deposited in the escrow account(s) in pursuance of the Escrow Agreement shall be distributed to the relevant
creditors and other stakeholders basis further directions from the relevant judicial authorities.
With the completion of the aforesaid actions, the resolution plan for RITL stands implemented on December 22, 2022 in terms
of the order of the NCLT dated December 03, 2020 read together with the order dated November 21, 2022 and the Monitoring
Committee of RITL has stood dissolved and RPPMSL has acquired the ownership and control of RITL in terms of the approved
resolution plan.
Accordingly, RITL has ceased to be a subsidiary of Reliance Communications Limited with effect from December 22, 2022.
During the previous year, RITL’s implementation of resolution plan has been completed and RITL has ceased to be a subsidiary of
Reliance Communications Limited with effect from December 22, 2022. RITL along with its wholly owned subsidiary, Reliance
Bhutan Limited, has been de-subsidiarised with effect from December 22, 2022 for the purpose of and as per requirement of
Ind AS 110 “Consolidated Financial Statement”. Loss on de-subsidiarisation is Rs 7,361 Crore and is represented as Exceptional
Items.
(b) During the previous year, RTSL has been de-subsidiarised from the Company with effect from March 03, 2023 for the purpose
of and as per requirement of IndAS 110 “Consolidated Financial Statement”. During the year ended March 31, 2023, loss on
de-subsidiarisation including provisions is Rs 14 Crore and is shown as Exceptional Items.
(c) The Hon’ble Supreme Court of India, vide its order dated October 24, 2019 had dismissed the petition filed by the telecom
operators and agreed with the interpretation of the Department of Telecommunications (DoT) to the definition of Adjusted Gross
Revenue (AGR) under the license
On September 01, 2020, the Supreme Court pronounced the judgment in the AGR matter (“SC Judgement”). It has framed
various questions in respect of companies under insolvency and in respect of such questions, the Court has held that the same
should be decided first by the NCLT by a reasoned order within 2 months, and that it has not gone into the merits in this decision.
The RP of the Corporate Debtor and Reliance Telecom Limited (RTL) had filed intervention applications before the NCLAT in
the appeal filed by the Department of Telecommunications against the resolution plan approval orders of the Aircel companies
(wherein the NCLAT was adjudicating on the questions framed by the Hon’ble Supreme Court in the SC Judgement). The RP
had also filed written legal submissions in this regard with the NCLAT. The Hon’ble NCLAT has pronounced its judgement dated
April 13, 2021 setting out its findings on the questions framed in the SC Judgment. The RP has filed appeals in respect of the
Corporate Debtor and RTL against the judgement of the NCLAT before the Supreme Court.On August 2, 2021, the appeals were
listed when the bench issued notice in the matter and tagged the same with Civil Appeal No 1810 of 2021 (being the appeal
filed by the COC of Aircel companies) and also allowed the application seeking permission to file the civil appeal. On February
22, 2022, the Supreme Court granted a period of six weeks to the DoT to file counter affidavit. The matter was listed on May
2, 2022 wherein the SC directed the matter to be tentatively listed in the third week of July 2022. The matter was mentioned
190
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
on August 5, 2022, for early listing for arguments, but the Supreme Court directed the matter to be listed after eight weeks. The
matter was thereafter listed on October 11, 2022, on which date, the Supreme Court directed that the matter be listed after six
weeks. Further, the Supreme Court stated that the parties were to file a common compilation post discussion with each other,
and file brief written submissions within a period of six weeks.Thereafter, Nazeer J retired and the matter came up for listing
before a reconstituted bench comprising Justice V. Ramasubramaniam and Justice Pankaj Mittal on February 21, 2023. However,
the matter was not taken up due to paucity of time and was tentatively listed on May 10, 2023. Since the matter was not
reflected in the list for May10, 2023, it was mentioned by the counsel for RP and the Bench directed listing on July 18, 2023.
The matter was listed on July 18, 2023 before a bench comprising Justice Sanjiv Khanna and Justice Bela M Trivedi, and once
again it was not taken up due to paucity of time. The matter was mentioned on August 4, 2023 for listing on the shortest
possible date and the Bench directed listing on any Tuesday, but no specific date was allotted. The appeals were thereafter listed
on September 12, 2023 but could not be heard due to paucity of time. Aircel Monitoring Committee has filed an application
seeking sale of right to use spectrum subject to proceeds being kept in escrow account, which shall be subject to outcome
of the Supreme Court matter. Rcom and RTL RP has also filed applications seeking similar dispensation for RCOM and RTL as
well. Further, DoT was asked to file reply within two weeks to the application filed by Aircel Monitoring Committee (I.A. No.
186218/2023 in Civil Appeal No. 2263/2021) vide order dated September 18, 2023 and the DoT has accordingly filed its
reply on October 9, 2023.
No tentative date is available on the SC website for this matter, but the lead matter (CoC appeal being civil no. 1810 of 2021)
is tentatively next listed on July 9, 2024
The appeals are currently sub judice.
The DoT had during the pendency of the various proceedings simultaneously directed Special Audit in relation to the
computation of License fee, Spectrum fee, applicable interest and penalties thereon, which is under progress for the financial
year 2015-16 onwards. In this regard, the Corporate Debtor had provided for estimated liability aggregating to ` 47,271 crore
up to the previous year ended March 31, 2023 and has provided additional charge of ` 6,149 crore during the year ended
March 31, 2024 and shown as exceptional items relating to discontinued operations which may undergo revision based on
demands from DoT and/ or any developments in this matter.
Considering various factors including admission of the Corporate Debtor and its subsidiary RTL to resolution process under the
Code and the moratorium applicable under Code, discharge of the aforesaid liability will be dealt with in accordance with the
Code (subject to orders in the relevant judicial proceedings).
(d) The assets pertaining to Wireless Spectrum, Fibre and Media Convergence Nodes (MCNs) continued to be classified as assets
held for sale at the value ascertained at March 31, 2018, along with liabilities, and disclosed separately as discontinued
operations in line with Ind AS 105 “Non-current Assets Held for Sale and Discontinued Operations”.
In this regard it is pertinent to note that the dues pertaining to the spectrum (including entire deferred payments) have been
claimed by DoT and the same have been admitted by the RP, and accordingly, the dues shall be dealt with in accordance with
provisions of the IBC. In accordance with the aforesaid and admission of deferred spectrum installments as claims, the Corporate
Debtor and its subsidiary RTL have not paid the installments.
Note : 2.47
General Reserve
The Company has, from the year ended on March 31, 2008 onwards, combined the balances of General Reserve I and II and
disclosed as General Reserve in Consolidated Accounts. General Reserve I and II were arising pursuant to the Schemes of demerger
of ‘Telecommunication Undertaking’ of Reliance Industries Limited (RIL) into the Company and the Scheme of Amalgamation and
Arrangement of Group Companies respectively in earlier years General Reserve I includes the reserve arising pursuant to the Schemes
of Amalgamation with RGNL.
Note : 2.48
191
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Note : 2.49
1 Related Parties
As per the Ind AS 24 of “Related Party Disclosures” as referred to in the Accounting Standards Rules, disclosure of the transactions
with the related parties as defined therein are given below. All transactions entered into by the Group with related parties, were
in ordinary course of business and on arms’ length basis.
A List of related parties Enterprises over which individual described in Sr. No. 2
Holding Company above having Significant influence
1 Reliance Innoventures Private Limited (up to 35 Unlimit IOT Private Limited
February 6, 2019) 36 Reliance Transport & Travels Private Limited
Person having Significant influence during the year 37 Reliance Money Precious Metals Private Limited
2 Shri Anil D. Ambani 38 Delhi Airport Metro Express Private Limited
Enterprises over which individual described in Sr. No. 2 39 NK Toll Road Limited
above having Significant influence 40 TD Toll Road Private Limited
3 Reliance Capital Limited 41 Reliance Coal Resources Private Limited
4 Mumbai Metro One Private Limited 42 Coastal Andhra Power Limited
5 Reliance General Insurance Company Limited 43 Reliance Corporate Advisory Services Limited
6 Reliance Home Finance Limited 44 Reliance Big Broadcasting Private Limited
7 Reliance Infrastructure Limited 45 Reliance Big Entertainment Private limited
8 GF Toll Road Private Limited 46 Reliance Communications Enterprises Private Limited
9 DS Toll Road Limited (amalgamated with Relince Interactive advisors
10 Reliance Defence Limited private limited)
11 Reliance Power Limited Key Managerial Personnel (KMP)
12 BSES Kerala Power Limited 47 Shri Srinivasan Gopalan Chief Financial Officer w.e.f.
February 3, 2024
13 Sasan Power Limited
48 Shri Vishwanath Devaraja Rao- Executive Director &
14 Reliance Cleangen Limited
Chief Financial Officer
15 SU Toll Road Private Limited (Cessation of Office w.e.f. February 03, 2024)
16 Metro One Operation Private Limited 49 Shri Rakesh Gupta- Company Secretary and Manager
17 Reliance ADA Group Enterprises Private Limited (Manager w.e.f. February 03, 2024)
18 Reliance Energy Limited Employee Benefits Trust
19 BSES Rajdhani Power Limited 50 Reliance Infocomm Limited Employees Provident
20 Reliance Nippon Life Insurance Company Limited Fund
21 BSES Yamuna Power limited 51 Reliance Communications Infrastructure Limited
22 Reliance Health Insurance Limited Employees Provident Fund
23 Reliance Defence Systems & Tech Limited 52 Reliance Telecom Limited Employees Provident Fund
24 Reliance Naval and Engineering Limited 53 Reliance Infocomm Limited Employees
25 Rosa Power Supply Company Limited Superannuation Scheme
26 Reliance Big Private Limited 54 Reliance Communications Infrastructure Limited
Employees Superannuation Scheme
27 Reliance Securities Limited
55 Reliance Telecom Ltd Employees Superannuation
28 Ralston Trading Private Limited
Scheme
29 Reliance Commodities Limited
56 Chemical and Fiber of India Limited Provident Fund
30 Reliance Wealth Management Limited
57 Reliance Infocomm Limited Employees Gratuity Fund
31 Reliance Financial Limited
58 Reliance Communications Infrastructure Limited
32 Reliance Money Services Private Limited Employees Gratuity Fund
33 Vidarbha Industries Power Limited 59 Reliance Telecom Limited Employees Gratuity Fund
34 Reliance Commercial Finance Limited (ceased w.e.f.
October 14,2022)
192
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Amount in `
For the For the
year ended year ended
March 31, 2024 March 31, 2023
Salaries and other benefits 1,57,08,315 1,52,19,118
Contributions to defined contribution plans 9,17,888 9,86,796
Total 1,66,26,203 1,62,05,914
Some of the key management personnel of the Company are also covered under the Company’s Gratuity Plan along with the other
employees of the Company. Proportionate amounts of gratuity accrued under the Company’s Gratuity Plan havenot been separately
included in the above disclosure.
Note : 2.50
Employee Stock Option Scheme
The Group was operating two Employee Stock Option Plans; ESOS Plan 2008 and ESOS Plan 2009, which cover eligible employees
of the Company and its Subsidiaries. ESOS Plan 2008 was operational till March 31, 2017 whereas ESOS Plan 2009 was operational
till January 16, 2019 in the earlier year. ESOS Plans are administered through an ESOS Trust. The Vesting of the options was on the
expiry of one year from the date of Grant as per Plan under the respective ESOS(s). In respect of Options granted, the accounting
value of Options (based on market price of the share on the date of the grant of the option) was accounted as deferred employee
compensation, which was amortised on a straight line basis over the Vesting Period. Each Option entitles the holder thereof to apply
for and be allotted/ transferred one Equity Share of the Company of ` 5 each upon payment of the Exercise Price during the Exercise
Period. The maximum Exercise Period was 10 years from the date of Grant of Options.
The Group has established a Trust for the implementation and management of ESOS for the benefit of its present and future
employees. Advance of ` 387 crore (Previous year ` 387 crore) has been granted to the Trust and the said amount has been utilised
by the Trust for purchasing ` 2.13 crore ( Previous year ` 2.13 crore ) equity shares during the earlier years The fall in the value of
these underlying shares on account of market volatility and the loss, if any, can be determined upon sale of shares by Trust.
There is no option outstanding at the end of the year and no remaining contractual life available.
193
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Note : 2.51
Employee Benefits
The gratuity plan is governed by the Payment of Gratuity Act, 1972 (Gratuity Act). The Group is bound to pay the statutory minimum
gratuity as prescribed under Gratuity Act. There are no minimum funding requirements for a gratuity plan in India. The Group’s
philosophy is to fund the benefits based on its own liquidity and tax position as well as level of underfunding of the plan vis-à-vis
settlements. The management is responsible for the overall governance of the plan. The management has outsourced the investment
management of the fund to insurance company which in turn manages these funds as per the mandate provided to them by the
trustees and applicable insurance and other regulations.
The Group operates its gratuity and superannuation plans through separate trusts which is administered and managed by the Trustees.
As on March 31, 2024 and March 31, 2023, the contributions towards the plans have been invested in Insurer Managed Funds.
The plan is in the nature of defined benefit plan which is sponsored by the Group and hence it underwrites all the risks pertaining
to the plan. In particular, there is a risk for the Group that any significant change in salary growth or demographic experience or
inadequate returns on underlying plan assets can result in an increase in cost of providing these benefits to employees in future.
The defined benefit plan exposes the Group to actuarial risk such as logentivity risk, interest risk and market (Investment) risk.
The following table set out the status of the Gratuity Plan as required under Ind AS 19 “Employee Benefits”:
(` in crore)
Particulars As at
March 31, 2024 March 31, 2023
(i) Reconciliation of opening and closing balances of the present value of the
defined benefit obligation
Obligation at beginning of the year 7 13
Service cost ` 46,18,564 - 1
Interest cost ` 43,20,192 (previous year ` 41,37,529) - -
Actuarial (gain)/ loss recognised in other comprehensive income (Previous year (1) -
` (-) 21,19,990)
Benefits paid (1) (3)
Liabilities Extinguished on De-subsidiarisation - (4)
Obligation at year end 5 7
Defined benefit obligation liability is wholly funded by the Company
(ii) Change in plan assets
Plan assets at beginning of the year, at fair value 13 15
Expected return on plan assets 1 1
Actuarial (gain)/ loss recognised in other comprehensive income ` 22,154 - -
(previous year ` (-) 2,63,786)
Contributions - -
Benefits paid from the fund (1) (3)
Assets distributed on settlement - -
Plan assets at year end, at fair value 13 13
(iii) Reconciliation of present value of the obligation and the fair value of the plan
assets
Fair value of plan assets at the end of the year 13 13
Present value of the defined benefit obligations at the end of the year 5 7
Liability / (Asset) recognised in the Balance Sheet (8) (6)
(iv) Expense recognised in Consolidated Statement of Profit or Loss
Service cost ` 46,18,564 - 1
Interest cost ` 43,20,192 (previous year ` 41,37,529) - -
Total - 1
194
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
(` in crore)
Particulars As at
March 31, 2024 March 31, 2023
(v) Amount recognised in other comprehensive income
Actuarial (gain) / loss recognised in other comprehensive income previous year (1) -
`21,19,990)
Expected return on plan assets (Previous Year ` 26,10,774) 1 -
Total ` 10,31,905 (Previous Year ` (-) 4,90,784) - -
(vi) Experience adjustment -
On Plan Liabilities (Gain)/Loss (previous year ` (-)2,68,996) (1) -
On Plan Assets Gain / (Loss) (previous year ` (-) 26,10,643) 1 -
(vii) Investment details of plan assets
100% of the plan assets are invested in balanced Fund Instruments
(viii) Actual return on plan assets ` 97,74,962 (previous year ` 49,14,688) - -
(ix) Assumptions
Interest rate 7.10% 7.16%
Estimated return on plan assets 7.10% 7.16%
Salary Growth rate Nil Nil
Employee Turnover Rate 50% for all age 50% for all age
group group
Mortality in Retirement: LIC Buy-out Annuity Rates & UK Published PA (90) Annuity Rates suitably adjusted for Indian
Lives.
The estimates of future salary increases, considered in actuarial valuation, take into account inflation, seniority, promotion
and other relevant factors such as supply and demand factors in the employment market.
(x) Particulars of the amounts for the year and previous years
Gratuity
for the year ended March 31,
2024 2023 2022 2021 2020
Present Value of benefit obligation 5 7 13 16 17
Fair value of plan assets 13 13 15 12 19
Excess of (obligation over plan assets) / (8) (6) 2 (4) (2)
plan assets over obligation
The expected contribution is based on the same assumptions used to measure the Group’s gratuity obligations as of March
31, 2024.
ii. Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the defined benefit obligation by the amounts shown below.
(` in crore)
As at As at
March 31, 2024 March 31, 2023
Discount rate (+1% movement) (0.10) (0.10)
Discount rate (-1% movement) 0.10 0.10
Future salary growth (+1% movement) 0.10 -
Future salary growth (-1% movement) (0.10) -
Employee Turnover (+ 1% movement) [amount in ` (17) (Previous year ` (2,334)] -
Employee Turnover (- 1% movement) [amount in ` 26 (Previous year ` 2,438] -
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide
an approximation of the sensitivity of the assumptions shown. In the current year, as valuation has been done on Nil Salary
increment so Sensitivity on Future Salary increment has not given
195
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Provident Fund: During the earlier year, the Company has received a notice from the Regional Provident Fund Commissioner
(RPFC) to surrender the Provident fund Trust due to losses in consecutive past four yeaes Accordingly, the Company has
initiated the process to surrender the Trust and started making payment of monthly contribution directly to RPFC. During the
year ended, the Company has contributed towards provident fund `2.07 crore (Previous year ` 3.62 crore) to the RPFC. The
Company is in the process to transfer the accumulated funds to RPFC after completion of inspection/ audit by RPFC hence
any liability towards the short fall on sale of securities, if any, will be recognised at the time of transfer of funds.
Note : 2.52
Capital Management
Capital of the Group, for the purpose of capital management, includes issued equity capital, securities premium and all other equity
reserves attributable to the equity holders of the Group. The Group’s objective when managing the capital is to safeguard the
Company’s ability to continue as a going concern. The Company and its four subsidiaries is presently under CIRP process and thereby
continue to operate as a going concern.
The funding requirement is met through a mixture of equity, internal accruals, long term borrowings and short term borrowings.
The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt.
Particulars As at As at
March 31, 2024 March 31, 2023
(a) Equity (82,130) (74,891)
(b) Debt 47,231 47,261
(c) Equity and Debt ( a + b ) (34,899) (27,630)
(d) Capital Gearing Ratio ( b / c ) -135% -171%
Increase in Capital gearing ratio reflects reduction in equity on account of net losses incurred by the Company due to Loss on
de-subsidiarisation and Provision of Liability on account of License & Spectrum fee during the year.
Note : 2.53
No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation.
Note : 2.54
Discontinued Operations:
Financial Performance of discontinued operations forming part of India Operations is presented hereunder:
(` in crore)
For the year ended For the year ended
March 31, 2024 March 31, 2023
Income
Revenue from Operations 1 892
Other Income 24 22
Total Income 25 914
Expenses
196
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
(` in crore)
For the year ended For the year ended
March 31, 2024 March 31, 2023
Access Charges, License Fee and Network Expenses 6 832
Employee Benefit Expenses 1 15
Finance Costs 958 877
Depreciation, Impairment and Amortisation 1 1
Sales and General Admin Expenses 21 41
Total Expenses 987 1,766
Profit/(Loss) before exceptional items and tax from discontinued operations (962) (852)
Considering various factors including admission of the Corporate Debtor and its subsidiaries; RTL and RCIL to CIRP under the Code,
there are various claims submitted by the operational creditors, the financial creditors, employees and other creditors. The overall
obligations and liabilities including obligation for interest on loans and the principal rupee amount in respect of loans including foreign
currency denominated loans shall be determined during the CIRP and accounting impact, if any, will be given on completion of CIRP
and implementation of the approved resolution plan.
Further, prior to May 15, 2018, the Corporate Debtor and its said subsidiaries were under Strategic Debt Restructuring (SDR) and
asset monetization and debt resolution plan were being worked out. The Corporate Debtor and some of its subsidiaries have not
provided Interest of ` 4,968 crore calculated based on basic rate of interest as per terms of loan for the year ended March 31, 2024
and foreign exchange (gain)/loss aggregating to ` 274 crore for the year ended March 31, 2024. Had the Group provided Interest
and foreign exchange variation, the Loss would have been higher by ` 5,242 crore for the year ended March 31, 2024 and Net Worth
of the Group as on March 31, 2024 and March 31, 2023 would have been lower by ` 34,372 crore and ` 29,164 crore respectively.
During the previous years, Interest of ` 25,385 crore and foreign exchange loss (net) aggregating to ` 3,779 crore were not provided.
Note : 2.56
197
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Note : 2.57
Additional Regulatory Information
1) Immovable Property whose title deeds are not held in name of the Group
Relevant line Description of item of Gross Title deeds held Whether title deed holder Property held Reason for not
item in the Property carrying in the name of is a promoter, director or since which being held in
Balance sheet Value relative of promoter/director date the name of
(` In crore) or employee of promoter/ the company
director
Leasehold Land 14 Nos. MCN and IS 12 Reliance No 01.04.2006
Freehold Land 359 Nos. MCN and IS 133 Communications No 01.04.2006 Transfer under
and SAX and Others Infrastructure court approved
Limited & Reliance scheme
Buildings 376 Nos. MCN and IS 245 No 01.04.2006
Telecom Limited
and SAX and Others
2) Capital-Work-in Progress (CWIP) (including assets Held For Sale)
(` in crore)
CWIP Amount in CWIP for a period of Total
Less than 1 Year 1-2 years 2-3 years More than 3 Years
Projects in progress - - - - -
(-) (-) (-) (-) (-)
Projects temporarily suspended - - - 237 237
(Previous years) – – – (237) (237)
(b) The Group does not have any capital work-in-progress, whose completion is overdue except project temporarily suspended
shown above under ageing intangible assets under development or has exceeded its cost compared to its original plan
(Refer Note 2.01, 2.17 & 2.39).
198
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Balance Outstanding with Companies struck off under section 248 of the Companies Act, 2013, or section 560 of Companies
Act, 1956 are as follows:
Name of struck off Nature of transactions with Balance outstanding Relationship with the
company struck-off Company (` In cr) Struck off company, if any,
to be disclosed
Telspin Projects Pvt Ltd Receivables 1 External Customer
ESPN Software India Pvt Ltd Receivables 0.02 External Customer
TNS India Pvt Ltd Receivables 0.0014 External Customer
The Group has provided for the entire receivable from the above parties.
5) Registration of charges or satisfaction with Registrar of Companies (ROC)
The Company is yet to create a charge on a loan given to a subsidiary during the previous year amounting to ` 27 crore.
6) Compliance with number of layers of companies
The Group has complied with the number of layers of subsidiary companies as required under the Companies Act, 2013 and
rules made thereunder.
7) Utilisation of Borrowed funds and share premium:
During the year, there is no fresh borrowings and Share premium by the Group.
8) During the year, the Group has not surrendered or disclosed any income, previously unrecorded in the books of account as
income, in the tax assessments under the Income Tax Act, 1961.
9) During the year, the Group has not received as well as given advances (excluding transactions in the normal course of business)
or loans or invested funds or provided any guarantee, security or the like from/ to any other person(s) or entity(ies), directly or
indirectly, including any foreign entity(ies).
Note : 2.58
Consolidated Segment Information:
The Group has identified and disclosed segment information, as “India Operations” and “Global Operations”. The segment has been
identified and reported taking into account its internal financial reporting, performance evaluation and organisational structure by
geographical locations of its operations, where its service rendering activities are based. The accounting policies adopted for segment
reporting are in line with the accounting policy of the Group with following additional policies for segment reporting.
(a) Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the segment.
Revenue and expenses, which relate to the enterprise as a whole and are not allocable to a segment on reasonable basis have
been disclosed as “Unallocable”.
(b) Segment assets and liabilities represent the assets and liabilities in respective segments. Tax related assets and other assets and
liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as “Unallocable”.
Segment Information
(` in crore)
Particulars India* Global Unallocable Eliminations Total
Operations Operations
Segment Revenue
External Revenue 411 44 - - 455
488 17 – – 505
Inter Segment Revenue – 2 - (2) -
– 17 – (17) –
Total 411 46 - (2) 455
488 34 – (17) 505
199
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
(` in crore)
Particulars India* Global Unallocable Eliminations Total
Operations Operations
Segment Result before Exceptional and non recurring (41) (26) – – (67)
items, taxes (124) (5) – – (129)
Less: Finance Expenses – – 47 – 47
– – 47 – 47
Less: Exceptional Item - Profit / (Loss) – – 26 - 26
– – (106) – (106)
Segment Result after Exceptional and non recurring (41) (26) (20) – (87)
items before taxes (124) (5) (153) – (282)
Less: Provision for Taxation – – 14 – 14
– – (3) – (3)
Less: Share of (Profit)/ Loss of Associates (` 43,87,733) – – – – –
– – (2) – (2)
Segment Result after Tax (41) (26) (34) – (101)
(124) (5) (148) – (277)
Total Profit/(Loss) before Tax from Discontinued (7,111) – – – (7,111)
Operation
(14,507) – – – (14,507)
Other Information
Segment Assets 36,900 789 523 (1,658) 36,554
37,307 919 541 (1,999) 36,768
Segment Liabilities 118,690 1,424 242 (1,666) 118,690
111,594 1,501 230 (1,661) (111,664)
Capital Expenditure 4 - - - 4
2 – – – 2
Depreciation 123 4 - – 127
130 6 - – 136
(Figures relating to current period are reflected in Bold, relating to previous year are reflected in italic.)
- The India Operations includes operations of the Company and its subsidiaries in India.
- The Global Operations includes the retail operations outside India of Reliance Communications Inc, Reliance Communications
International Inc., Reliance Communications Canada Inc.
Note : 2.59
During an earlier year, Shri Anil D Ambani, Smt. Manjari Kacker, Smt. Ryna Karani, Smt. Chhaya Virani and Shri Suresh Rangachar,Directors
tendered their resignation as Directors of the Company, however the Committee of Creditors of the Company (“CoC”), in its meeting
held on 20th November, 2019 refused to accept the resignations tendered by above mentioned directors and instructed the Resolution
Professional to convey to the directors to continue with their duties and responsibilities as directors and provide all cooperation in
the corporate insolvency resolution process, at least until the completion of the corporate insolvency resolution process of the
Company. In light of the above, it was duly communicated to the aforesaid directors of the Company that their resignations have
not been accepted and they were advised to continue to perform their duties and responsibilities as the directors of the Company
and provide all cooperation to Resolution Professional in the corporate insolvency resolution process. Accordingly, Shri Anil D Ambani,
Smt. Chhaya Virani, Smt. Manjari Kacker, Smt. Ryna Karani and Shri Suresh Rangachar continues to be on the composition of
the board of directors and the respective committees of the Company. Due to above mentioned events, the Company has not
200
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
received necessary annual disclosures as required under section 164(2) and Section 184(1) of the Companies Act, 2013 from Shri
Anil D Ambani, Smt. Chhaya Virani, Smt. Ryna Karani, Smt. Manjari Kacker and Shri Suresh Rangachar, Directors of the Company.
As per legal opinion obtained by the Company, none of the Directors were disqualified under section 164(2) of the Companies Act
2013 for default in payment of interest and principal of debentures.
Note : 2.60
During an earlier year, RRL had entered into a Development agreement with Reliance Globalcom Limited (RGL) for completion of
Internet Data Centre 5 (IDC 5) building and paid ` 25.45 crore to RGL for completion of construction of IDC 5 building which has
been reflected as Capital Advance under other non current assets in the consolidated financial statements, pending verification of
invoices and work completion certification.
Note : 2.61
During an earlier year, RRL had issued, on behalf of Holding Company, Corporate Guarantee of ` 1,400 Crore in favour of Department
of Telecommunications (DoT). As trading of spectrum did not fructify, the applications seeking permission of DoT to trade the
spectrum was withdrawn. Subsequently, as advised, RCOM sought to withdraw its petition pending before TDSAT which was also
consented by the counsel appearing for DoT as the matter had become infructous. Accordingly,TDSAT on the basis of the joint
submissions made by the counsels of both RCOM and DoT, vide its order passed on 07.01.2022 disposed off the petition. Therefore,
nothing remains pending and no undertaking / corporate guarantee survives.
Note : 2.62
During an earlier year, Reliance Communications Infrastructure Limited (RCIL), a wholly owned subsidiary of the Corporate Debtor had
written to Industrial and Commercial Bank of China, Mumbai branch (“ICBC”) requesting for balance confirmation of ` 32.79 crore and
transfer of the entire amount lying in fixed deposit account including all interest monies accruing thereon up to the date of remittance
to the designated TRA account of RCIL. The Auditors and RCIL have not received confirmation from ICBC. An application bearing IA
no. 1943 of 2020 had been filed before NCLT against ICBC seeking removal of lien marked by it over the fixed deposit of RCIL (being
Rs 31 crore as on September 30, 2019) and release of amount. The said matter was last listed on October 17, 2023 and thereafter
the said application has been allowed vide order passed by the NCLT Mumbai dated January 2, 2024 (“Impugned Order”). An appeal
has been filed by ICBC assailing the Impugned Order. The Appellant has also filed an application for stay of the Impugned Order. The
parties have filed their judgement compilation and matter is next listed on July 11, 2024 before the Hon’ble NCLAT for arguments.
Note : 2.63
During an earlier year, the RRL has entered into a Long Term Lease agreement with a Customer for two buildings named Corporate
Head Quarters (CHQ) and Business Head Quarters situated within the complex of Dhirubhai Ambani Knowledge City (DAKC) for the
period from July 2019 to March 2041. The said Lease Agreement has been discounted @10% per annum and received ` 461.74
crore. Further, Monthly Lease Rental receivables have been assigned against payment of installment due on discounting.
Equated Monthly Installment of ` 4.50 crore will be adjusted first towards the interest computed at the rate of 10% per annum on
the principle amount outstanding and balance will be adjusted towards principle repayment upto March 2041.
Note : 2.64
The Corporate Debtor has been served with copies of writ petitions filed by Mr. Punit Garg and certain others, being directors of the
Corporate Debtor and its subsidiaries before the Hon’ble High Court of Delhi, challenging the provisions of the RBI Master Directions
on Frauds- Classification and Reporting by commercial banks and select FIs bearing No. RBI/ DBS/ 2016-17/ 28 DBS. CO. CFMC.
BC. No. 1/ 23.04.001/ 2016-17 dated July 1, 2016 (“Circular”) and the declaration by certain banks classifying the loan accounts
of the Company, Reliance Infratel Limited (“RITL”) and Reliance Telecom Limited (“RTL”) being fraudulent in terms of the Circular.
RITL’s implementation of resolution plan has been completed and RITL has ceased to be a subsidiary of the Company w.e.f December
22, 2022.
On May 12, 2023, the Hon’ble Delhi High Court in light of the judgment dated March 27, 2023 in SBI vs. Rajesh Agarwal [2023
SCC OnLine SC 342] has disposed of the said petitions filed by Mr. Punit Garg, setting aside the actions taken against the petitioners
under the Circular. The Supreme Court has held that since the Circular does not expressly provide an opportunity of hearing to the
borrowers before classifying their account as fraud, audi alteram partem has to be read into the provisions of the directions to save
them from the vice of arbitrariness.
It has further been made clear vide the Delhi High Court order, that if any FIR has been lodged, proceedings proceeded thereto will
remain unaffected by the said order and that it will be open to concerned banks to proceed in accordance with law in light of the
judgement of the Supreme Court.
Further, Mr. Punit Garg has filed another writ petition in Delhi High Court challenging the order of IFCI declaring his account as fraud
under the Circular, and the matter is next listed on July 24, 2024.
201
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Note : 2.65
During the earlier years and in the current year, certain banks had issued show cause notices to the Corporate Debtor, certain
subsidiaries and certain directors seeking reasons as to why the Corporate Debtor and its subsidiaries should not be classified as
willful defaulter. Also, during the earlier year and in the current year, certain banks have served notice seeking explanation as to why
the account of the Corporate Debtor and the subsidiary company RTL should not be declared as fraud in terms of applicable RBI
regulations. Further, the subsidiary company RTL had received intimation of order passed by willful defaulter identification committee
of one of the banks for inclusion of name of RTL and its directors / guarantors etc in credit information companies (CiCs) list of willful
defaulters and seeking representation against the said order. The Corporate Debtor and its subsidiaries have been responding to said
show cause notices and intimations, from time to time. The Corporate Debtor in its response has highlighted that the proceedings
and the classification of the Corporate Debtor as a willful defaulter is barred during the prevailing moratorium under section 14 of
the Code and protection is available in terms of section 32A of the Code and asserting that accordingly, no action can be said to lie
against the Corporate Debtor for classification as fraud and requested the banks to withdraw the notices. Further, certain banks had
issued notices seeking personal hearing by the authorized representative of the Corporate Debtor and its subsidiaries in respect of the
aforesaid matter. Hearings were attended to and necessary submissions were made in accordance with the submissions made earlier
in the responses to the show cause notices.
Further, the Corporate Debtor and Reliance Telecom Limited (RTL) has received a letter dated August 7, 2023 from one of the banks,
vide which the bank has indicated, inter alia, that it has received a forensic audit report dated October 15, 2020 of M/s BDO India
LLP wherein certain ‘irregularities / anomalies / commissions / omissions’ have been pointed out by the forensic auditor. The said
letter and report were accordingly tabled at the meeting of the Directors on August 12, 2023. In respect of the same, the bank
has sought the views, inter alia, of the erstwhile management of the Corporate Debtor on the said report. The management had
expressed that management views had not been sought prior to the issuance of the report. Further to receipt of a copy of the filings
made before the Hon’ble Delhi High Court in the aforesaid matter, the Corporate Debtor and RTL had provided information to the
forensic auditor during the period from March 2021 to November 2021 and it is not yet ascertained if the report incorporates and
has considered such information. RP however has maintained that the Corporate Debtor and RTL is undergoing corporate insolvency
resolution process in terms of the Code and the forensic audit report prima facie appears to pertain to the period prior to the corporate
insolvency resolution process, the Corporate Debtor and RTL has already responded to the letter that the proceedings and the
classification of the Corporate Debtor and RTL as a fraud is barred during the prevailing moratorium under Section 14 of the Code and
protection is available in terms of Section 32A of the Code and accordingly, no action should lie against the Corporate Debtor and RTL
for classification as fraud and notice against the Corporate Debtor should be withdrawn and the RP, Corporate Debtor and RTL shall
have a limited responsibility to only share any information sought from it.
Similar to the letter received on August 7, 2023, Corporate Debtor has also received another letter dated May 7, 2024 from another
bank, where the bank has indicated, that with respect to the loan account of the Corporate Debtor, it has conducted forensic audit
wherein element of fraud is identifiable and before coming to final conclusion basis the forensic audit report dated October 15,
2020, the bank has sought the Corporate Debtor’s representation as to why the Corporate Debtor’s account should not be classified
as ‘fraud’ in terms of the ‘Master Directions on Frauds – Classification and Reporting by Commercial Banks and Select FIs’ dated July
1, 2016 issued by Reserve Bank of India. On receipt of the said letter, while the Corporate Debtor has made necessary disclosures
to the relevant stock exchange in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Corporate Debtor has also issued a response to the letter dated May 7, 2024 maintaining
a similar stance (as against the letter dated August 7, 2023)inter alia citing that the Corporate Debtor is undergoing corporate
insolvency resolution process in terms of the Code and the forensic audit report prima facie appears to pertain to the period prior to
the corporate insolvency resolution process and hence any classification of the loan accounts of the Corporate Debtor as a fraud is
barred during the prevailing moratorium under Section 14 of the Code and protection is available in terms of Section 32A of the Code
and accordingly, no action should lie against the Corporate Debtor for classification as fraud and notice against the Corporate Debtor
should be withdrawn. Currently, there is no impact of such notices/letter issued from banks, in the consolidated financial Statements.
Note : 2.66
During the year, on October 16, 2023, the Hon’ble Supreme Court of India has pronounced a judgement regarding the treatment of
AGR paid to DOT since July 1999, as capital in nature and not revenue expenditure for the purpose of computation of taxable income
in a matter to which the Company is not a party. The Company has applied for renewal of its license as stated in Note 4 above. The
terms of renewed license regime are different from those of the licenses dealt with in the aforesaid judgement. Further, there have
been no disallowances in earlier years, by the tax authorities, on the AGR payments claimed by the Company as revenue expenditure
in its tax filings. In the absence of any claim by the tax authorities against the Company and/ or directions or clarifications from the
income tax department in this regard, no adjustments have been made to these consolidated financial statement for the year ended
March 31, 2024, in this regard.
202
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
Note : 2.67
“The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies incorporated in India under the proviso
to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring
companies, which uses accounting software for maintaining its books of accounts. The Companies shall use only such accounting
software, which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the
books of accounts along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Group and an associate uses the accounting software SAP, Tally and other peripheral applications for maintaining books of
accounts. During the year ended March 31, 2024, the Parent Company & its certain subsidiaries have not enabled the feature of
recording audit trail (edit log) at the database level for the said accounting software SAP and other peripheral applications to log any
direct changes to the database on account of recommendation in the accounting software administration guide which states that
enabling the same all the time consume storage space on the disk and can impact database performance significantly. Audit trail (edit
log) is enabled at the application level, however, in one peripheral application in case of Parent Company, audit logs are available only
from January 2024 to March 2024.
Note 2.68
The annual audited financial statements for the year ended March 31, 2023 have not been adopted by the shareholders in the
Annual General Meeting held on September 30, 2023 with requisite majority and accordingly, the provisional / un adopted financial
statement has been filed with Registrar of Companies on October 28, 2023 in accordance with section 137 of the Companies Act,
2013. The management believes that the aforesaid matter does not have any impact in the accompanying consolidated financial
statements of the Company.
Note : 2.69
Bonn Investment Inc. (“Bonn”), an US entity and a subsidiary of Reliance Infocomm Inc. (“RII”), USA, a step-down subsidiary of
RCOM, held an apartment at 400 W 12th Street #4EF New York, NY 10014 (Property). During the year, in August 2023, the director
of Bonn, sold the Property to a third party, without any authorization from or intimation to its shareholders (including RCOM) for a
value of USD 8.3 million. The Resolution Professional noted this transaction in the financial statements of Bonn for the period ended
September 30, 2023 received from the director for consolidation purposes. Further, on April 23, 2024, through the Auditor of Bonn,
the Resolution Professional and Company was made aware of an investment agreement between Bonn and AZCO Realty, UAE, it is
observed that vide said investment agreement, Bonn (through its director) agreed to invest USD 25 million in AZCO Realty (“AZCO”)
and Bonn has already made investment of USD 8.2 million which is reflected as Capital Advance towards investment (1st Tranche)
from the sale proceeds of the Property. As per the terms of agreement, Bonn has agreed to invest remaining amount before May
26, 2024 with AZCO. The Agreement further states that, if Bonn fails to remit the remaining amount to AZCO on or before May 26,
2024, the investment agreement shall be automatically nullified and Bonn shall have no rights to claim back the amount already
invested, i.e. USD 8.2 million which formed part of the sale proceeds of the Property. This entire transaction did not have approval
from the shareholders (including RCOM). The Company has sent a notice to the director seeking clarification regarding the same but
has not received any explanation so far. The Company is in the process of examining the legal remedies for the actions taken by the
director Suo-moto, including recovery of the advance given to AZCO.
Note : 2.70
The Directors of the Group have approved the above consolidated financial statements at their meeting held on May 29, 2024 which
was chaired by Mr. Anish Niranjan Nanavaty, Resolution Professional (‘RP’) of the Corporate Debtor and RP took the same on record
basis recommendation from the directors.
With respect to the consolidated financial statements for the year ended March 31, 2024, the RP has signed the same solely for the
purpose of ensuring compliance by the Corporate Debtor with applicable laws, and subject to the following disclaimers:
(i) The RP has furnished and signed the report in good faith and accordingly, no suit, prosecution or other legal proceeding shall lie
against the RP in terms of Section 233 of the Code;
(ii) No statement, fact, information (whether current or historical) or opinion contained herein should be construed as a representation
or warranty, express or implied, of the RP including, his authorized representatives and advisors;
203
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
(iii) The RP, in review of the consolidated financial statements and while signing this consolidated financial statements, has relied
upon the assistance provided by the directors of the Corporate Debtor, and certifications, representations and statements made
by the directors of the Corporate Debtor, in relation to these consolidated financial statements. The consolidated financial
statements of the Corporate Debtor for the year ended March 31, 2024 have been taken on record by the RP solely on the
basis of and on relying the aforesaid certifications, representations and statements of the aforesaid directors and the erstwhile
management of the Corporate Debtor. For all such information and data, the RP has assumed that such information and data
are in the conformity with the Companies Act, 2013 and other applicable laws with respect to the preparation of the financial
results and that they give true and fair view of the position of the Corporate Debtor as of the dates and period indicated therein.
Accordingly, the RP is not making any representations regarding accuracy, veracity or completeness of the data or information in
the consolidated financial statements.
(iv) In terms of the provisions of the Code, the RP is required to undertake a review of certain transactions. Such review has been
completed and the RP has filed the necessary applications with the adjudicating authority, which are currently sub-judice.
204
Note : 71
Additional Information of Subsidiaries / Associates as required under schedule III to the Companies Act, 2013
SL Name of the Company Net Assets i.e. total assets Share in profit or loss Share in other comprehensive Share in total comprehensive
No minus total liabilities income income
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated (` in crore) consolidated (` in crore) consolidated (` in crore) consolidated (` in crore)
net assets profit o loss other total
comprehensive comprehensive
income income
Parent Company
1 Reliance Communications Limited 74.37 (61,080.40) 98.02 (7,068.91) - - 97.64 (7,068.91)
Indian Subsidiaries
2 Reliance WiMax Limited (0.00) 3.88 0.00 (0.02) - - 0.00 (0.02)
3 Reliance Bhutan Limited ^ - - - - - - - -
4 Reliance Webstore Limited 0.78 (643.95) 0.01 (0.69) - - 0.01 (0.69)
5 Campion Properties Limited 0.10 (82.05) 0.05 (3.40) - - 0.05 (3.40)
6 Reliance Tech Services Limited ^ - - - - - - - -
7 Reliance Telecom Limited 16.94 (13,913.24) 16.57 (1,195.09) - - 16.51 (1,195.09)
8 Reliance Communications 3.21 (2,637.53) 0.02 (1.09) - - 0.02 (1.09)
Infrastructure Limited
9 Globalcom IDC Limited ^ - - - - - - - -
10 Reliance Infratel Limited ^ - - - - - - - -
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
11 Globalcom Mobile Commerce Limited 0.00 (0.23) 0.00 (0.01) - - 0.00 (0.01)
12 Reliance BPO Private Limited 0.01 (10.51) 0.00 (0.17) - - 0.00 (0.17)
13 Reliance Communications Tamilnadu 0.00 (1.69) 0.00 (0.02) - - 0.00 (0.02)
Limited
14 Globalcom Realty Limited 0.00 (0.00) 0.00 (0.01) - - 0.00 (0.01)
15 Internet Exchangenext.com Ltd. (0.00) 0.00 0.00 (0.02) - - 0.00 (0.02)
16 Realsoft Cyber Systems Private 0.00 (0.97) 0.00 (0.03) - - 0.00 (0.03)
Limited
17 Worldtel Tamilnadu Private Limited 0.12 (101.31) 0.00 (0.02) - - 0.00 (0.02)
205
Reliance Communications Limited
SL Name of the Company Net Assets i.e. total assets Share in profit or loss Share in other comprehensive Share in total comprehensive
206
No minus total liabilities income income
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated (` in crore) consolidated (` in crore) consolidated (` in crore) consolidated (` in crore)
net assets profit o loss other total
comprehensive comprehensive
income income
18 Towercom Infrastructure Private 0.00 (0.01) (0.00) 0.00 - - (0.00) 0.00
Limited
19 Reliance Realty Limited 0.58 (480.34) (0.31) 22.00 0.01 0.03 (0.30) 21.99
20 Reliance Infra Projects Limited 0.00 (0.02) 0.00 (0.02) - - 0.00 (0.02)
Foreign Subsidiaries*
21 Reliance Globalcom BV - - 67.66 (4,879.00) - - 90.32 (6,539.14)
22 Aircom Holdingco B.V 0.00 (0.02) (0.00) 0.13 (0.00) (0.00) (0.00) 0.13
Reliance Communications Limited
23 Reliance Communications (U.K.) 0.22 (177.36) 0.00 (0.23) (0.15) (0.36) 0.01 (0.59)
Limited
24 Reliance Communications (Hong 0.02 (16.71) 0.01 (0.65) (0.12) (0.29) 0.01 (0.94)
Kong) Limited
25 Reliance Communications (Singapore) (0.01) 4.59 28.80 (2,076.96) 6.28 15.44 28.47 (2,061.52)
Pte. Limited
26 Reliance Communications (New - - 0.01 (0.46) 0.19 0.46 - -
Zealand) Pte. Limited
27 Reliance Communications (Australia) - - 0.02 (1.57) 0.64 1.57 - -
Pty. Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
28 Anupam Globalsoft (U) Limited (0.00) 2.48 - - (0.04) (0.10) 0.00 (0.10)
29 Gateway Net Trading Pte. Limited 0.00 (0.58) (3.28) 236.85 (7.53) (18.52) (3.02) 218.33
30 Reliance FLAG Pacific Holdings 0.22 (183.58) (5.17) 373.12 (2.25) (5.54) (5.08) 367.58
Limited
31 Reliance Infocom Inc. 0.02 (17.14) 0.00 (0.09) (0.40) (0.98) 0.01 (1.08)
32 Reliance Communications Inc. 1.57 (1,289.22) 17.00 (1,225.84) (4.84) (11.89) 17.10 (1,237.73)
33 Reliance Communications (0.08) 63.62 0.02 (1.59) (0.18) (0.43) 0.03 (2.03)
International Inc.
34 Reliance Communications Canada Inc. 0.00 (0.29) (0.00) 0.00 (0.00) (0.01) 0.00 (0.00)
35 Bonn Investment Inc. (0.01) 6.81 (0.35) 25.06 (0.73) (1.80) (0.32) 23.26
SL Name of the Company Net Assets i.e. total assets Share in profit or loss Share in other comprehensive Share in total comprehensive
No minus total liabilities income income
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated (` in crore) consolidated (` in crore) consolidated (` in crore) consolidated (` in crore)
net assets profit o loss other total
comprehensive comprehensive
income income
36 Reliance Telecom Infrastructure 0.01 (4.73) 0.00 (0.08) (15.47) (38.06) 0.53 (38.14)
(Cyprus) Holdings Limited
37 Lagerwood Investments Limited 0.00 (0.38) 0.00 (0.03) (0.03) (0.06) 0.00 (0.09)
Associates (Investment as per the
equity method)
Indian
1 Mumbai Metro Transport Private 0.00 (0.05) - - -
Limited
Foreign
2 Warf Telecom International Private (0.04) 32.85 (0.01) 0.44 - (0.01) 0.44
Limited
207
Reliance Communications Limited
Reliance Communications Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
ANNEXURE I
Statement on Impact of Audit Qualifications (for audit report with modified opinion) submitted along-with Annual Audited Financial
Results - Consolidated)
Statement on Impact of Audit Qualifications for the Financial Year ended March 31, 2024
[See Regulation 33 / 52 of the SEBI (LODR) (Amendment) Regulations, 2016]
I Sr. Particulars Audited Figures (as Audited Figures
No. reported before (audited figures
adjusting for after adjusting for
qualifications) qualifications)
(Rs in crore) (Rs in crore)
1 Turnover / Total income 455 455
2 Total Expenditure 568 568
3 Exceptional Items 26 26
3 Net Profit/(Loss) after exceptional items (101) (101)
4 Net Profit/ (Loss) from Discontinued Operations after exceptional item (7,111) (12,353)
208
Statement containing salient features of the financial statement of subsidiaries/ associate companies /joint ventures
(Pursuant to first proviso to sub section (3) of Section 129 read with rule 5 of the Companies (Accounts) Rules, 2014
Part “A” : Subsidiaries
(` In lakh unless otherwise stated)
Sl. Particulars Date from which they Share Capital Reserves and Total Assets Total Liabilities Investment Turnover* Profit / Provision for Profit / (Loss) Proposed % of
No. became subsidiary Surplus (Loss) before Taxation* after Taxation* Dividend Shareholding
companies Taxation*
1 Reliance WiMax Limited 1st January 2006 68.71 318.87 510.57 123.00 - - (2.32) - (2.32) - 100.00
st
2 Reliance Webstore Limited 1 January 2006 5.00 (64,399.72) 20,330.95 84,725.68 - 0.14 (68.81) - (68.81) - 100.00
3 Campion Properties Limited 1st January 2006 356.36 (8,560.87) 8,173.07 16,377.58 - 131.03 (339.74) - (339.74) - 100.00
4 Reliance Telecom Limited 1st January 2006 8,500.00 (13,99,824.00) 3,80,191.00 17,71,515.00 - 11.00 (1,19,509.00) - (1,19,509.00) - 100.00
5 Reliance Communications 1st January 2006 93,800.00 (3,57,552.86) 3,61,739.02 6,25,491.88 - 881.15 (108.69) - (108.69) - 100.00
Infrastructure Limited
6 Globalcom Mobile Commerce 6th December, 2010 200.00 (223.06) 6.16 29.22 - - (1.40) - (1.40) - 100.00
Limited
7 Reliance BPO Private Limited 30th April, 2012 1.00 (1,051.72) 39.48 1,090.20 - - (17.08) - (17.08) - 100.00
8 Reliance Communications 15th November, 2013 5.00 (173.50) 26,004.02 26,172.52 - - (2.20) - (2.20) - 100.00
Tamilnadu Limited
9 Globalcom Realty Limited 11th November 2014 5.00 (5.13) 4.41 4.55 - - (1.44) - (1.44) - 100.00
(Formerly Reliance Infra
Realty Limited)
10 Internet Exchangenext. com 10th November 2015 15.07 (14.83) 65.68 65.44 - - (2.14) - (2.14) - 100.00
Limited.
11 Realsoft Cyber Systems 10th November 2015 1.00 (98.26) 4.60 101.86 - - (2.53) - (2.53) - 100.00
Private Limited
12 Worldtel Tamilnadu Private 10th November 2015 1.00 (10,131.79) 6.05 10,136.84 - - (1.52) - (1.52) - 100.00
Limited
13 Towercom Infrastructure 17th November, 2016 1.00 (2.45) 17.68 19.13 0.70 0.40 - 0.40 - 99.52
Private Limited
14 Reliance Realty Limited 10th December, 2019 500.00 (48,533.91) 2,18,281.18 2,66,315.09 12,509.06 3,221.78 1,021.64 2,200.14 - 100.00
15 Reliance Infra Projects Limited 10th December, 2019 5.00 (6.75) 4.14 5.89 - (2.30) - (2.30) - 100.00
16 Reliance Globalcom BV* 1st January 2006 - - - - - - 6,53,913.94 - 6,53,913.94 - 100.00
Unit of Currency - USD - - - - - - 78,98,65,218 - 78,98,65,218 -
17 Aircom Holdingco B.V 18th July 2016 0.90 (2.55) 3.01 4.66 13.47 13.47 - 13.47 100.00
Units of currency - Euro 1,000 (2,839) 3,351 5,190 15,000 15,000 - 15,000 - -
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
18 Reliance Communications 1st January 2006 18.35 (238.02) 322.42 542.09 - 18.61 (23.27) - (23.27) - 100.00
(U.K.) Limited
Unit of Currency - GBP 17,470 (2,26,615) 3,06,971 5,16,116 - 17,885 (22,371) - (22,371) -
19 Reliance Communications 1st January 2006 0.00 (1,671.06) 4,428.27 6,099.33 - - (65.49) - (65.49) - 100.00
(Hong Kong) Limited
Unit of Currency - USD 1 (20,03,552) 53,09,360 73,12,911 - - (79,100) - (79,100) -
20 Reliance Communications 22th August 2006 60.43 399.03 593.96 134.51 - 22.28 (2,07,696.22) - (2,07,696.22) - 100.00
(Singapore) Pte. Limited
Unit of Currency - USD 72,450 4,78,419 7,12,143 1,61,274 - 26,918 (25,08,77,082) - (25,08,77,082) -
21 Reliance Communications 17th August 2006 - - - - - - (45.69) - (45.69) - 100.00
(New Zealand) Pte. Limited*
Unit of Currency - NZD - - - - - - (91,941) - (91,941) -
22 Reliance Communications 29th August 2006 - - - - - - (156.71) (156.71) - 100.00
(Australia) Pty. Limited*
Unit of Currency - AUD - - - - - - (2,89,604) - (2,89,604) -
23 Anupam Globalsoft (U) 5th March, 2008 693.00 (428.89) 2,049.35 1,785.24 - - - - - - 90.00
Limited
209
Reliance Communications Limited
Part “A” : Subsidiaries
210
(` In lakh unless otherwise stated)
Sl. Particulars Date from which they Share Capital Reserves and Total Assets Total Liabilities Investment Turnover* Profit / Provision for Profit / (Loss) Proposed % of
No. became subsidiary Surplus (Loss) before Taxation* after Taxation* Dividend Shareholding
companies Taxation*
Unit of Currency - U.shs 3,00,00,00,000 (1,85,66,51,920) 8,87,16,46,390 9,85,15,37,766 - - - - - -
24 Gateway Net Trading Pte. 1st Oct, 2008 21,769.54 (21,827.19) - 57.65 - 23,900.29 23,900.29 - 23,900.29 - 100.00
Limited
Unit of Currency - USD 2,61,01,000 (2,61,70,119) - 69,119 2,88,69,260 2,88,69,260 - 2,88,69,260 -
25 Reliance FLAG Pacific 1st January,2006 10.01 (18,368.37) 565.35 18,923.71 - 37,650.81 37,650.68 - 37,650.68 - 100.00
Holdings Limited
Unit of Currency - USD 12,000 (2,20,23,105) 6,77,832 2,26,88,937 - 4,54,78,564 4,54,78,404 - 4,54,78,404
26 Reliance Infocom Inc. 1st January 2006 750.65 (2,464.27) 4,218.72 5,932.34 - - (7.63) 1.82 (9.44) - 100.00
Unit of Currency - USD 9,00,000 (29,54,582) 50,58,115 71,12,696 - - (9,212) 2,195 (11,407) -
st
27 Reliance Communications Inc. 1 January 2006 4,170.25 (1,33,092.12) 60,766.25 1,89,688.12 - 1,864.33 (1,23,689.71) 3.83 (1,23,693.55) - 100.00
Unit of Currency - USD 50,00,001 (15,95,73,314) 7,28,56,838 22,74,30,152 - 22,51,930 (14,94,05,290) 4,629 (14,94,09,919) -
28 Reliance Communications 1st January 2006 8.34 6,353.70 13,256.83 6,894.78 - 394.79 (156.05) 3.25 (159.30) - 100.00
International Inc.
Unit of Currency - USD 10,000 76,17,892 1,58,94,521 82,66,629 - 4,76,864 (1,88,493) 3,922 (1,92,415) -
29 Reliance Communications 1st January 2006 8.34 (37.27) 300.15 329.07 - 10.76 0.28 0.06 0.21 - 100.00
Reliance Communications Limited
Canada Inc.
Unit of Currency - USD 10,000 (44,681) 3,59,869 3,94,550 - 13,001 334 76 258 -
30 Bonn Investment Inc. 1st January 2006 8.34 672.59 7,040.96 6,360.03 - 3,586.33 2,937.58 432.03 2,505.55 - 100.00
Unit of Currency - USD 10,000 8,06,417 84,41,897 76,25,479 - 43,31,945 35,48,315 5,21,854 30,26,461 -
31 Reliance Telecom 15th June,2007 1.87 (474.45) - 472.57 - - (8.31) - (8.31) - -
Infrastructure (Cyprus)
Holdings Limited
Unit of Currency - USD 2,246 (5,68,845) - 5,66,599 - - (10,038) - (10,038) -
32 Lagerwood Investments 15th June,2007 1.89 (39.93) - 38.04 - - (2.88) - (2.88) - -
Limited
Unit of Currency - USD 2,268 (47,879) - 45,611 - - (3,480) - (3,480) -
Notes
1 The Financial Year of the Subsidiaries is for 12 months from April 1, 2023 to March 31, 2024
2 Investment exclude investment in Subsidiaries
3 Exchange rate as of March 31, 2024 1 USD = ` 83.40 1 GBP = ` 105.0325 1 EUR = ` 89.8775 1 AUD = ` 54.11 1 NZD = ` 49.70 1 Ushs = ` 0.0231 (* converted at average rate)
Notes to the Consolidated Financial Statements for the year ended March 31, 2024
2 Warf Telecom International Private Limited 1st January, 2006 31.12.2023 65025000 2,230.00 20% 3,284.50 43.88 -
211
Reliance Communications Limited
Notes