Annual Report 2022 2023
Annual Report 2022 2023
Annual Report 2022 2023
INVESTMENTS LIMITED
ANNUAL REPORT
2022-23
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
NOTICE
Notice is hereby given that the Twenty-Fifth Annual General Meeting of the Members of
Reliance Strategic Investments Limited will be held on Wednesday, July 12, 2023 at
11:30 a.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means
(“OAVM”), to transact the following business at shorter notice:
ORDINARY BUSINESS:
1. To consider and adopt (a) the audited financial statement of the Company for the
financial year ended March 31, 2023 and the reports of the Board of Directors and
Auditors thereon; and (b) the audited consolidated financial statement of the Company
for the financial year ended March 31, 2023 and the report of Auditors thereon and in
this regard, to consider and pass, the following resolutions as Ordinary Resolutions:
a) “RESOLVED THAT the audited financial statement of the Company for the
financial year ended March 31, 2023 and the reports of the Board of Directors
and Auditors thereon, as circulated to the Members, be and are hereby
considered and adopted.”
2. To confirm the payment of Interim Dividend and in this regard, to consider and pass,
the following resolution as an Ordinary Resolution:
3. To appoint Ms. Jayashri Rajesh, who retires by rotation as a Director and in this
regard, to consider and pass, the following resolution as an Ordinary Resolution:
“RESOLVED THAT in accordance with the provisions of Section 152 and other
applicable provisions of the Companies Act, 2013, Ms. Jayashri Rajesh (DIN:
07559698), who retires by rotation at this Meeting, be and is hereby appointed
as a Director of the Company.”
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
4. To appoint Joint Statutory Auditor of the Company and fix their remuneration and in
this regard, to consider and pass, the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other
applicable provisions, if any, of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 and the Reserve Bank of India
circular no. RBI/2021-22/25 on “Guidelines for appointment of Statutory Auditors”
dated April 27, 2021, including any statutory modification(s) or re-enactment
thereof, for the time being in force, and pursuant to recommendation of Audit
Committee and Board of Directors of the Company, M/s. Lodha & Co , Chartered
Accountants, (Registration No. 301051E), be and are hereby appointed as Joint
Statutory Auditor of the Company, for a continuous period of 3 (three) years,
from the conclusion of this Annual General Meeting till the conclusion of the
Twenty Eighth (28th) Annual General Meeting of the Company, at such
remuneration as shall be fixed by the Board of Directors of the Company.”
SPECIAL BUSINESS:
“RESOLVED THAT in accordance with the provisions of Sections 149, 150 and 152
read with Schedule IV and other applicable provisions, if any, of the Companies Act,
2013 (“the Act”) and the Companies (Appointment and Qualification of Directors)
Rules, 2014 and other applicable laws (including any statutory modification(s) or re-
enactment(s) thereof, for the time being in force), Shri Rajiv Mehrishi (DIN: 00208189),
who was appointed as an Additional Director pursuant to the provisions of Section
161(1) of the Act and the Articles of Association of the Company and in respect of
whom the Company has received a notice in writing under Section 160 of the Act from
a member proposing his candidature for the office of Director, be appointed as an
Independent Director of the Company, not liable to retire by rotation, to hold the office
for a term of 5 (five) consecutive years upto July 6, 2028;
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
“RESOLVED THAT in accordance with the provisions of Sections 149, 150 and 152
read with Schedule IV and other applicable provisions, if any, of the Companies Act,
2013 (“the Act”) and the Companies (Appointment and Qualification of Directors)
Rules, 2014 and other applicable laws (including any statutory modification(s) or re-
enactment(s) thereof, for the time being in force), Shri Sunil Mehta (DIN: 07430460),
who was appointed as an Additional Director pursuant to the provisions of Section
161(1) of the Act and the Articles of Association of the Company and in respect of
whom the Company has received a notice in writing under Section 160 of the Act from
a member proposing his candidature for the office of Director, be appointed as an
Independent Director of the Company, not liable to retire by rotation, to hold the office
for a term of 5 (five) consecutive years upto July 6, 2028;
“RESOLVED THAT in accordance with the provisions of Sections 149, 150 and 152
read with Schedule IV and other applicable provisions, if any, of the Companies Act,
2013 (“the Act”) and the Companies (Appointment and Qualification of Directors)
Rules, 2014 and other applicable laws (including any statutory modification(s) or re-
enactment(s) thereof, for the time being in force), Shri Bimal Manu Tanna (DIN:
06767157), who was appointed as an Additional Director pursuant to the provisions of
Section 161(1) of the Act and the Articles of Association of the Company and in respect
of whom the Company has received a notice in writing under Section 160 of the Act
from a member proposing his candidature for the office of Director, be appointed as
an Independent Director of the Company, not liable to retire by rotation, to hold the
office for a term of 5 (five) consecutive years upto July 6, 2028;
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
8. To appoint Ms. Isha Mukesh Ambani (DIN: 06984175) as a Director of the Company
and in this regard, to consider and pass, the following resolution as an Ordinary
Resolution:
“RESOLVED THAT in accordance with the provisions of Sections 149 and 152 and
other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the
Companies (Appointment and Qualification of Directors) Rules, 2014 and other
applicable laws (including any statutory modification(s) or re-enactment(s) thereof, for
the time being in force) and subject to approval of Reserve Bank of India (“RBI”), Ms.
Isha Mukesh Ambani (DIN: 06984175), in respect of whom the Company has received
a notice in writing under Section 160 of the Act from a member proposing her
candidature for the office of Director, be appointed as a Director of the Company, liable
to retire by rotation, taking effect from the date of approval of her appointment by RBI;
9. To appoint Shri Anshuman Thakur (DIN: 03279460) as a Director of the Company and
in this regard, to consider and pass, the following resolution as an Ordinary
Resolution:
“RESOLVED THAT in accordance with the provisions of Sections 149 and 152 and
other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the
Companies (Appointment and Qualification of Directors) Rules, 2014 and other
applicable laws (including any statutory modification(s) or re-enactment(s) thereof, for
the time being in force) and subject to approval of Reserve Bank of India (“RBI”), Shri
Anshuman Thakur (DIN: 03279460), in respect of whom the Company has received a
notice in writing under Section 160 of the Act from a member proposing his
candidature for the office of Director, be appointed as a Director of the Company, liable
to retire by rotation, taking effect from the date of approval of his appointment by RBI;
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
10. To appoint Shri Hitesh Kumar Sethia (DIN: 09250710) as a Director of the Company
and Managing Director & Chief Executive Officer of the Company and in this regard,
to consider and pass, the following resolution as a Special Resolution:
“RESOLVED THAT in accordance with the provisions of Sections 149 and 152 and
other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the
Companies (Appointment and Qualification of Directors) Rules, 2014 and other
applicable laws (including any statutory modification(s) or re-enactment(s) thereof, for
the time being in force) and subject to approval of Reserve Bank of India (“RBI”), Shri
Hitesh Kumar Sethia (DIN: 09250710), in respect of whom the Company has received
a notice in writing under Section 160 of the Act from a member proposing his
candidature for the office of Director, be appointed as a Director of the Company, liable
to retire by rotation and that the appointment as Director shall be effective from the
date of approval of his appointment by RBI;
RESOLVED FURTHER THAT pursuant to the provisions of Sections 196, 197, 203
and other applicable provisions, if any, read with Schedule V to the Companies Act,
2013, (“Act”), and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time and other applicable laws and
subject to such other approvals, permissions and sanctions, as may be required and
subject to such conditions and modifications, as may be prescribed or imposed by any
of the authorities while granting such approvals, permissions and sanctions, Shri
Hitesh Kumar Sethia (DIN: 09250710), be appointed as Managing Director and Chief
Executive Officer of the Company (“MD & CEO”) for a period of three (3) years, taking
effect from the date of approval of his appointment as a Director by RBI, on such terms
and conditions of appointment and remuneration as set out in the Statement annexed
to the Notice, with liberty to the Board of Directors (hereinafter referred to as “the
Board” which term shall include the Nomination and Remuneration Committee of the
Board) to alter and vary the terms and conditions of his appointment and / or
remuneration, as it may deem fit, in conformity with the provisions as laid down in the
Schedule V to the Act (including any statutory modification(s) or re-enactment thereof
for the time being in force);
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such
acts, deeds, matters and things as it may deem fit in its absolute discretion and to take
all such steps as may be required in this connection and to resolve all such issues,
questions, difficulties or doubts whatsoever that may arise in this regard and all
action(s) taken by the Company in connection with any matter referred to or
contemplated in this resolution, be and is hereby approved, ratified and confirmed in
all respects.”
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
“RESOLVED THAT pursuant to the provisions of Section 197 read with Schedule V
and other applicable provisions, if any, of the Companies Act, 2013, (the ‘Act’), the
consent of the Members of the Company, be and is hereby accorded for the payment
of remuneration to the Non-Executive Directors of the Company, appointed from time
to time, in each financial year upto a sum not exceeding one percent of the net profits
of the Company for that financial year, calculated in accordance with the provisions of
Section 198 of the Act and such sum be paid to the Non-Executive Directors of the
Company (other than the Managing Director and Whole-time Directors, if any) in such
amounts or proportions, as may be decided by the Board of Directors of the Company
which term shall include any Committee of the Board constituted to exercise its
powers;
12. To approve the payment of sitting fees to the Non-Executive Directors of the Company
and in this regard, to consider and pass, the following resolution as an Ordinary
Resolution:
RESOLVED FURTHER THAT the Board of Directors of the Company (including the
Nomination and Remuneration Committee of the Board) be and is hereby authorised
to do all acts and take all such steps as may be necessary proper or expedient to give
effect to this resolution.”
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
13. To alter the regulations in the Articles of Association of the Company and in this regard,
to consider and pass, the following resolution as a Special Resolution:
Subject to the provisions of the Act and these Articles, the Board may issue and
allot shares in the capital of the Company on payment or part payment for any
property or assets of any kind whatsoever sold or transferred, goods or machinery
supplied or for services rendered to the Company in the conduct of its business and
any shares which may be so allotted may be issued as fully paid-up otherwise than
for cash, and if so issued, shall be deemed to be fully paid-up. However, the
aforesaid shall be subject to the approval of the shareholders under the relevant
provisions of the Act and the rules.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Article 8 - Following para shall be added to the existing para:
8. Issue of new certificate in place of one defaced, lost or destroyed
Provided that no fee shall be charged for issue of new certificates in replacement
of those which are old, defaced or worn out or where there is no further space on
the back thereof for endorsement of transfer.
Provided that notwithstanding what is stated above the Directors, shall comply with
such rules or regulation or requirements of any stock exchange or the rules made
under the Act or rules made under the Securities Contracts (Regulation) Act, 1956
or any other act or rules applicable thereof in this behalf.
(ii) The offer aforesaid shall be made by notice specifying the number of shares
offered and limiting a time not being less than fifteen days or such lesser
number of days as may be prescribed under applicable Indian law and not
exceeding thirty days from the date of the offer, within which the offer if not
accepted, shall be deemed to have been declined.
Provided that the notice shall be dispatched through registered post or speed
post or through electronic mode or courier or any other mode having proof of
delivery to all the existing shareholders at least three days before the opening
of the issue;
(iii) The offer aforesaid shall be deemed to include a right exercisable by the
person concerned to renounce the shares offered to him or any of them in
favour of any other person and the notice referred to in sub-clause (ii) shall
contain a statement of this right;
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
(iv) After the expiry of time specified in the notice aforesaid or on receipt of earlier
intimation from the person to whom such notice is given that the person
declines to accept the shares offered, the Board of Directors may dispose of
them in such manner which is not disadvantageous to the members and the
Company;
(B) to employees under any scheme of employees’ stock option subject to special
resolution passed by the Company and subject to the rules and such other
conditions, as may be prescribed under applicable law; or
(ii) To authorize any person to exercise the right of renunciation for a second time
on the ground that the person in whose favour the renunciation was first made
has declined to take the shares compromised in the renunciation.
(3) Nothing in this Article shall apply to the increase of the subscribed capital of the
Company caused by the exercise of an option as a term attached to the debentures
issued or loans raised by the Company to convert such debentures or loans into
shares in the Company or to subscribe for shares of the Company:
Provided that the terms of issue of such debentures or loans containing such an
option have been approved before the issue of such debentures or the raising of
such loans by a special resolution passed by the Company in a general meeting.
(4) Notwithstanding anything contained in Article 14(3) hereof, where any debentures
have been issued, or loan has been obtained from any government by the
Company, and if that government considers it necessary in the public interest so to
do, it may, by order, direct that such debentures or loans or any part thereof shall
be converted into shares in the Company on such terms and conditions as appear
to the Government to be reasonable in the circumstances of the case even if terms
of the issue of such debentures or the raising of such loans do not include a term
for providing for an option for such conversion:
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Provided that where the terms and conditions of such conversion are not acceptable
to the Company, it may, within sixty days from the date of communication of such
order, appeal to National Company Law Tribunal which shall after hearing the
Company and the Government pass such order as it deems fit.
Where the Government has, by an order made under Article 14 (4), directed that
any debenture or loan or any part thereof shall be converted into shares in the
Company and where no appeal has been preferred to the Tribunal under Article 14
(4) or where such appeal has been dismissed, the memorandum of the Company
shall, where such order has the effect of increasing the authorised share capital of
the Company, stand altered and the authorised share capital of the Company shall
stand increased by an amount equal to the amount of the value of shares which
such debentures or loans or part thereof has been converted into.
A further issue of shares may be made in any manner whatsoever as the Board
may determine including by way of preferential offer or private placement, subject
to and in accordance with the Act and the rules made thereunder.
(5) In determining the terms and conditions of conversion under Article 14 (4), the
Government shall have due regard to the financial position of the Company, the
terms of issue of debentures or loans, as the case may be, the rate of interest
payable on such debentures or loans and such other matters as it may consider
necessary.
(6) Where the Government has, by an order made under Article 14 (4), directed that
any debenture or loan or any part thereof shall be converted into shares in the
Company and where no appeal has been preferred to the tribunal under Article 14
(4) or where such appeal has been dismissed, the memorandum of the Company
shall, where such order has the effect of increasing the authorised share capital of
the Company, stand altered and the authorised share capital of the Company shall
stand increased by an amount equal to the amount of the value of shares which
such debentures or loans or part thereof has been converted into.
Article 31(1) is hereby substituted with the following new Article 31(1):
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
After the existing Article 32, a new Article 32A shall be inserted:
Article 32A - Until such time, the Company remains a promoter of Jio Payments
Bank Limited, no person (other than the promoters / persons comprising the
promoter group / persons acting in concert with the promoters and promoter group
of the Company), by himself or along with persons acting in concert with him, shall
acquire equity shares or voting rights of the Company, which taken together with
equity shares or voting rights already held by him and persons acting in concert
with him, would take the aggregate holding of such person and persons acting in
concert with him to five percent or more (or such other percentage as may be
prescribed by the Reserve Bank of India, from time to time) of the paid up equity
share capital or total voting rights of the Company without prior approval of the
Reserve Bank of India or such other directions as may be prescribed by RBI, from
time to time.
Explanation: For the purposes of this Article, the terms “promoter”, “promoter group”
and “persons acting in concert” shall have the meanings respectively assigned to
them in the Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011 for the time being in force.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
After the existing Article 61, a new Article 61A shall be inserted:
After the existing Article 86 (2), a new Article 86 (3) shall be inserted:
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
After the existing Article 114 (A), a new Article 114 (B) shall be inserted:
Sd/-
V. Mohana
Company Secretary
Place: Mumbai
Date: July 11, 2023
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Notes:
1. The Ministry of Corporate Affairs (“MCA”) had, vide its circular dated December 28,
2022 read together with circulars dated April 08, 2020, April 13, 2020, May 05,
2020, January 13, 2021, December 14, 2021 and May 05, 2022 (collectively
referred to as “MCA Circulars”), permitted convening the Annual General Meeting
(“AGM”/”Meeting”) through Video Conferencing (“VC”) / Other Audio-Visual Means
(“OAVM”), without the physical presence of the Members at a common venue. In
accordance with the MCA Circulars and applicable provisions of the Companies
Act, 2013 (“the Act”) read with Rules made thereunder, the AGM of the Company
is being held through VC/OAVM and notice to all the Members is being given only
through e-mails registered with the Company. The deemed venue for the AGM shall
be the Registered Office of the Company. Detailed instructions to attend, participate
and vote at the Meeting through VC is attached as Annexure 1.
3. Since the Meeting will be held through VC/OAVM the route map of the venue of
the Meeting is not annexed hereto.
7. In case of joint holders attending the Meeting, only such joint holder who is higher
in the order of names will be entitled to vote at the Meeting.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
8. In terms of provisions of Section 152 of the Act, Ms. Jayashri Rajesh (DIN:
07559698), Director, retires by rotation at the Meeting.
The Nomination and Remuneration Committee and the Board of Directors of the
Company commend her re-appointment.
Ms. Jayashri Rajesh is interested in the Ordinary Resolution set out at Item No. 3
of the Notice with regard to her appointment. Save and except the above, none of
the Directors / Key Managerial Personnel of the Company/ their relatives are, in
any way, concerned or interested, financially or otherwise, in the Ordinary
Business set out under Item No. 3 of the Notice.
Age 57 years
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Particulars Ms. Jayashri Rajesh
The Board commends the Ordinary Resolution set out at Item No. 3 of the Notice
for approval by the Members.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
The following Statement sets out all material facts relating to the business mentioned
under Item Nos. 4 to 13 in the Notice:
Item No. 4:
Members of the Company at the Twenty-Third Annual General Meeting held on Monday,
September 27, 2021 had appointed M/s. CKSP and Co LLP, Chartered Accountant, as
Statutory Auditor of the Company and they hold the office of Statutory Auditors of the
Company till the conclusion of the 26th Annual General Meeting to be held in the year
2024.
Further, pursuant to para 4.1 of the Reserve Bank of India circular no. RBI/2021-22/25 on
“Guidelines for appointment of Statutory Auditors” dated April 27, 2021 (“RBI Circular”),
for the entities with asset size of ₹15,000 crore and above as at the end of previous year,
the statutory audit should be conducted under joint audit of a minimum of two audit firms.
The Scheme of Arrangement between Reliance Industries Limited (“RIL”) and its
shareholders and creditors & the Company and its shareholders and creditors (“Scheme”),
was approved by the Hon’ble National Company Law Tribunal, Mumbai bench on June
28, 2023 and the Appointed Date for the Scheme is closing business hours of March 31,
2023.
Upon consummation of the Scheme, the asset size of the Company would be more than
₹15,000 crore as on March 31, 2023. In this regard, it is proposed to appoint Joint Statutory
Auditor, to ensure that Statutory Audit of the Company is conducted by Joint Auditors, in
compliance with the RBI Circular.
In this regard, the Board considering the expertise and experience and based on the
recommendation of the Audit Committee, on July 7, 2023, has recommended to the
Members, the appointment of M/s.Lodha & Co, Chartered Accountants, (FRN-301051E)
as Joint Statutory Auditor of the Company, for a continuous period of three years with
effect from financial year 2023-24, to hold the office as Join Statutory Auditor from the
conclusion of the Twenty-Fifth Annual General Meeting until the conclusion of the Twenty
Eighth Annual General Meeting of the Company, at such remuneration as shall be fixed
by the Board of Directors of the Company.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Brief profile of the Joint Statutory Auditor is given hereunder;
M/s.Lodha & Co, Chartered Accountants, founded in 1941, has 6 offices located in
Mumbai, New Delhi, Kolkata, Chennai, Hyderabad and Jaipur. It has a team of more than
300 professionals. It has been engaged in statutory audits of some of the large companies
in various sectors.
M/s. Lodha & Co, Chartered Accountants, have consented to their appointment as Joint
Statutory Auditor and have confirmed that if appointed, their appointment will be in
accordance with Section 139 read with Section 141 of the Companies Act, 2013 and that
they fulfill the prescribed eligibility criteria under the RBI Circular. M/s.Lodha & Co, has
also provided confirmation that they have subjected themselves to the peer review process
of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued
by the ‘Peer Review Board’ of the ICAI.
The remuneration for the Auditors shall be fixed by the Board of Directors of the Company
based on the recommendation of the Audit Committee.
None of the Directors, Key Managerial Personnel or their relatives is, in any way,
concerned or interested, financially or otherwise, in the Resolution at Item No. 4 of the
accompanying Notice.
The Board commends the Ordinary Resolution set out at Item No. 4 of the Notice for
approval by the Members.
Item Nos. 5 to 7:
The Board of Directors of the Company, based on the recommendation of Nomination and
Remuneration Committee, and pursuant to the provisions of Section 161(1) of the
Companies Act, 2013 (“the Act”) read with the Articles of Association of the Company, has
approved the appointment of Shri Rajiv Mehrishi, Shri Sunil Mehta and Shri Bimal Manu
Tanna as Additional Director(s), designated as an Independent Director(s) of the Company
for a term of 5 (five) consecutive years with effect from July 7, 2023.
The Company has received notice(s) under Section 160 of the Companies Act 2013 (“Act”)
from a Member proposing their candidature(s) for the office of Director of the Company.
The aforesaid Directors are qualified for being appointed as Director(s) in terms of Section
164 of the Act and have given their consent to act as a Director(s).
The aforesaid Directors have confirmed that they satisfy the criteria of ‘fit and proper’ as
prescribed by the Reserve Bank of India (“RBI”) vide Master Directions - Non-Banking
Financial Company - Systemically Important Non-Deposit taking Company and Deposit
taking Company (Reserve Bank) Directions, 2016 (“Master Directions”) and the
Nomination and Remuneration Committee of the Board has evaluated the ‘Fit and Proper
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Criteria’ in accordance with the aforesaid Master Directions and has recommended their
appointment.
The Company has received declaration(s) from the aforesaid Directors that they meet
the criteria of independence as prescribed under Section 149(6) of the Act and also
under rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014
stating that their names have been included in the Independent Directors database.
In the opinion of the Board, the aforesaid Directors fulfils the conditions for appointment
as an Independent Director as specified in the Act and they are independent of the
management and possesses appropriate skills, experience, knowledge and capabilities
required for the role of Independent Director.
They shall be entitled to a fee for attending meetings of the Board or Committees
constituted by the Board or for any other purpose as may be decided by the Board,
reimbursement of expenses for participating in the Board and other meetings.
Copy of the letter of appointment setting out the terms and conditions of appointment is
available for inspection by the Members at the registered office of the Company.
In accordance with the provisions of Section 149 read with Schedule IV of the Act,
appointment of Shri Rajiv Mehrishi, Shri. Sunil Mehta and Shri Bimal Manu Tanna as
Independent Director(s) require approval of the Members of the Company.
Shri Rajiv Mehrishi, Shri Sunil Mehta and Shri Bima Manu Tanna and their relatives are
interested in their respective appointments. Save and except the above, none of the
Directors / Key Managerial Personnel of the Company / their relatives, is in any way
concerned or interested, financially or otherwise, in the resolutions set out at Item Nos. 5
to 7.
The Board commends the Special resolutions set out at Item Nos. 5 to 7 in the
accompanying Notice, for approval by the Members.
Item Nos. 8 to 9:
The Board of Directors of the Company, based on the recommendation of the Nomination
and Remuneration Committee, had recommended to the Members, the appointment of
Ms. Isha Mukesh Ambani and Shri Anshuman Thakur as Director(s) of the Company.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
The Company has received notice(s) under Section 160 of the Act from a Member
proposing their candidature(s) for the office of Director of the Company.
The aforesaid Directors are qualified for being appointed as Director(s) in terms of Section
164 of the Act and have given their consent to act as a Director.
The aforesaid Directors have confirmed that they satisfy the criteria of ‘fit and proper’ as
prescribed by the Reserve Bank of India (“RBI”) vide Master Directions - Non-Banking
Financial Company - Systemically Important Non-Deposit taking Company and Deposit
taking Company (Reserve Bank) Directions, 2016 (“Master Directions”) and the
Nomination and Remuneration Committee of the Board has evaluated the ‘Fit and Proper
Criteria’ in accordance with the aforesaid Master Directions and has recommended their
appointment.
They shall be entitled to a fee for attending meetings of the Board or Committees
constituted by the Board or for any other purpose as may be decided by the Board,
reimbursement of expenses for participating in the Board and other meetings.
Pursuant to provisions of the Master Directions, the proposed appointment of Ms. Isha
Mukesh Ambani and Shri Anshuman Thakur as Non-Executive Directors of the Company
is subject to prior approval of RBI. Accordingly, the effective date of their appointment
would be the date of RBI approval.
None of the Directors / Key Managerial Personnel of the Company / their relatives is, in
any way concerned or interested, financially or otherwise, in the resolutions set out at Item
Nos. 8 to 9.
The Board commends the Ordinary resolutions set out at Item Nos. 8 to 9 in the
accompanying Notice, for approval by the Members.
Item No. 10
The Board of Directors of the Company, based on the recommendation of the Nomination
and Remuneration Committee, has recommended to the Members, the appointment of
Shri Hitesh Kumar Sethia as a Director of the Company
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
The Company has received a notice under Section 160 of the Act from a Member
proposing his candidature for the office of Director of the Company.
Shri Hitesh Kumar Sethia is qualified for being appointed as a Director in terms of Section
164 of the Act and has given his consent to act as a Director.
Shri Hitesh Kumar Sethia has confirmed that he satisfies the criteria of ‘fit and proper’ as
prescribed by the Reserve Bank of India (“RBI”) vide Master Directions - Non-Banking
Financial Company - Systemically Important Non-Deposit taking Company and Deposit
taking Company (Reserve Bank) Directions, 2016 (“Master Directions”). The Nomination
and Remuneration Committee of the Board has evaluated the ‘Fit and Proper Criteria’ in
accordance with the aforesaid Master Directions and has recommended his appointment.
Pursuant to provisions of the Master Directions, the proposed appointment of Shri Hitesh
Kumar Sethia as a Director of the Company is subject to prior approval of RBI. Accordingly,
the effective date of his appointment would be the date of RBI approval.
Shri Hitesh Kumar has over two decades of experience in retail banking, corporate
banking, transaction banking and trade finance across Europe, Asia (India & Greater
China) and North America, largely with ICICI Bank. The Board, based on the
recommendation of the Nomination and Remuneration Committee and considering his
skill, knowledge and rich experience in banking and finance industry and various
leadership positions held by him across the globe, subject to approval of Members, has
approved the appointment of Shri Hitesh Kumar Sethia as Managing Director & Chief
Executive Officer (MD&CEO) of the Company, for a period of three years, on such terms
and conditions of appointment and remuneration as set out hereunder :
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
as determined and recommended by the Nomination and Remuneration Committee and
approved by the Board of Directors at its sole discretion.
Other Key Terms
i. MD & CEO shall perform such duties as shall, from time to time, be entrusted to
him by the Board, subject to superintendence, guidance and control of the Board.
ii. MD & CEO shall act in accordance with the Articles of Association of the Company
and shall abide by the provisions contained in Section 166 of the Act with regard to
duties of directors.
iii. MD & CEO shall adhere to the Company’s Code of Conduct.
iv. The office of the MD & CEO may be terminated by the Company or by him by giving,
3 (three) months’ prior notice in writing.
The above may be treated as a written memorandum setting out the terms of appointment
of Shri Hitesh Kumar Sethia under Section 190 of the Act.
Shri Hitesh Kumar Sethia is a person of Indian origin and holds active DIN and PAN. He
is a German national holding passport of Germany and Overseas Citizenship of India card.
He does not comply with the condition of being resident in India as defined in Schedule V
to the Act. In view of the above, his appointment as MD & CEO is subject to such approvals
as may be required.
The additional information as required under Schedule V of the Companies Act, 2013 is
annexed herewith as Annexure B.
None of the Directors / Key Managerial Personnel of the Company / their relatives is, in
any way concerned or interested, financially or otherwise, in the resolution set out at Item
No. 10.
It is proposed to obtain approval of the shareholders by way of special resolution for the
payment of remuneration, as set out above to Shri Hitesh Kumar Sethia.
The Board commends the Special resolution set out at Item No. 10 in the accompanying
Notice, for approval by the Members.
Item No. 11
Under the Act, Directors have been entrusted with more responsibilities to make their role
more objective and purposeful. Keeping in view the enhanced role, responsibilities and
duties of Directors, it is considered appropriate that the remuneration payable to the
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Directors by the Company should be commensurate with their increased role,
responsibilities and duties.
Section 197 of the Companies Act 2013 (“Act”) provides that payment of remuneration to
Non-Executive Directors shall not exceed 1% of the net profits of the Company, in case
the Company has a managing or whole-time director.
The Board of Directors of the Company, subject to the approval of members of the
Company, has proposed to remunerate the Non-Executive Directors such amount as the
Board of Directors may, from time to time, determine, subject to the same not exceeding
one percent of Net profits of the Company for that financial year, computed in accordance
with the provisions of Section 198 of the Act.
The said remuneration to Non-Executive Directors shall be in addition to the sitting fee
payable to them for attending meetings of the Board and Committees thereof.
The entire Board being interested in the item, the Board commends the ordinary resolution
as set out at Item No. 11 to the Members for their approval.
None of the Key Managerial Personnel of the Company / their relatives is, in any way
concerned or interested, financially or otherwise, in the resolution set out at Item No. 11.
Item No. 12
Pursuant to the provisions of Section 197(5) of the Companies Act, 2013 read with Rule 4
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
a Company may pay sitting fee to a director for attending meetings of the Board or
Committees thereof or for any other purpose, such sum as may be decided by the Board
of Directors thereof which shall not exceed Rs. 1,00,000/- per meeting of the Board or
Committee thereof without approval of shareholders of the Company.
The Board at its meeting held on July 7, 2023 had considered and recommended to the
Members, the revised sitting fee of Rs. 1,00,000/- for every meeting of the Board of
Directors and/or the Committee(s) constituted by the Board as also of meetings of
Independent Directors, as case the may be, attended by the Non-Executive Directors
effective from the date as may be decided by the Board.
The entire Board being interested in the item, the Board commends the ordinary resolution
as set out at Item No. 12 to the Members for their approval.
None of the Key Managerial Personnel of the Company / their relatives is, in any way
concerned or interested, financially or otherwise, in the resolution set out at Item No. 12.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Item No. 13
The Articles of Association (“AOA”) of listed company shall contain the provisions as
stipulated in Regulation 19(2)(a) of Securities Contracts (Regulation) Rules, 1957 (“SCR
Rules 1957”). Accordingly, the AOA of the Company is proposed to be amended to include
the clauses as prescribed under the SCR Rules 1957.
Post consummation of the Scheme, the Company will acquire 76.98% holding in Jio
Payments Bank Limited (“JPBL”) from Reliance Industries Limited (“RIL”).
JPBL has been issued a license under Section 22(1) of the Banking Regulation Act, 1949.
The Company while making an application to RBI seeking its approval for the proposed
change in shareholding and control in JPBL, had given an undertaking to insert a new
article in the AOA of the Company in the manner set out in the Special Resolution at Item
No. 13 of the Notice under Article 32A. RBI vide letters dated April 25, 2023 and May 24,
2023 has granted approval to acquire 76.98% of paid-up share capital of JPBL by the
Company.
In terms of the proposed amendment/insertion of Article 32A, until such time the Company
remains a promoter of JPBL, acquisition of equity shares or voting rights of the Company
by any person (other than the promoters / persons comprising the promoter group /
persons acting in concert with the promoters / promoter group of the Company) which
would take the aggregate holding of such person together with persons acting in concert
with him to 5% or more requires prior approval of RBI.
Accordingly, the AOA is being amended to include the clauses as stated in the resolution
at item no 13.
Copy of the amended / revised AOA of the Company is available for inspection by
members at the registered office of the Company.
None of the Directors / Key Managerial Personnel of the Company / their relatives is, in
any way, concerned or interested, financially or otherwise, in the resolution set out at Item
No. 13 of the Notice.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
The Board commends the Special Resolution set out at Item No. 13 of the Notice for
approval by the members.
Sd/-
V. Mohana
Company Secretary
Place: Mumbai
Date: July 11, 2023
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Annexure A
Particulars Shri Rajiv Mehrishi Shri Sunil Mehta Shri Bimal Tanna
Age 67 years 63 years 61 years
Qualifications B.A. (Hons.) History Masters Degree in Chartered
M.A. (History) from St. Agronomy, MBA in Accountant
Stephen’s College, Finance and is a
Delhi and MBA from the Certified Associate of
University of Indian Institute of
Strathclyde, Glasgow, Bankers
U.K.
Experience Shri. Rajiv Mehrishi has Shri Sunil Mehta is the Shri Bimal Manu
(including a wide experience of Chief Executive of Tanna is a
experience in over four decades in Indian Banks' Chartered
specific various fields including Association which acts Accountant having
function corporate law, audit and as a representative of more than 35 years
areas) Brief corporate governance. over 236 member varied
Resume banks and associate experience in
During his stint as Joint members operating in practice and in
Secretary, Department India and plays a industry. He has
of Company Affairs, he collaborative role been part of a highly
was involved in the between banks, reputed domestic
enactment of the regulators and as well as a
Competition Act, and re- government in professional
writing the Companies improving customer services MNC firm
Act, 1956. service with a focus on and has served
digital banking. some of the largest
domestic and
During his tenure as the
Prior to this Shri Sunil overseas MNC
Principal Secretary,
Mehta served as the clients primarily
Finance, Chief
MD & CEO of Punjab across tax, due
Secretary in Rajasthan
National Bank & diligence and
and as Union Finance
Executive Director of valuation
Secretary, he gained in
Corporation Bank. He services.
depth knowledge and
is a seasoned banker Post qualifying,
understanding of the
during the first
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
matters relating to with over 40 years of decade he was with
finance and rich experience. Bansi S Mehta & Co
administration. He was / B. S. Mehta
also involved in the Shri Sunil Mehta is part & Co, Chartered
important reforms of various Committees Accountants, and
relating to setting up of constituted by for more than 25
the Monetary Policy Government / RBI. years he was with
Committee (MPC), and one of the Big
enactment of the Indian 4 professional
Bankruptcy Code (IBC). services firms,
PricewaterhouseCo
Shri. Rajiv Mehrishi also opers in India
held the position of (PwC). In both
Union Home Secretary these
in the Central reputed
Government and as the organisations, he
13th Comptroller and has had the
Auditor General of India privilege of serving
(CAG), he was involved as Partner.
in auditing various In PwC, he has
transactions of both served on the Board
State and Central of Directors, on the
Government across all India Leadership
Departments and team and
Ministries. also on the Firm’s
elected governance
body. At a practice
He is also a recipient of
level, at PwC, over
Padma Bhushan, one of
the years,
the highest civilian
he had the privilege
honors of India, in the
of leading critical
year 2022.
responsibilities
across various
sectors / practices
/ functions including
West Managing
Partner.
Terms and As per the resolution set As per the resolution As per the
Conditions of out at Item No.5 of the set out at Item No. 6 of resolution set out at
Appointment Notice read with the Notice read with Item No. 7 of the
Statement Statement
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Notice read with
Statement
Remuneratio NA NA NA
n last drawn
(including
sitting fees, if
any)
Remuneratio He shall be paid He shall be paid He shall be paid
n Proposed to remuneration by way of remuneration by way of remuneration by
be paid fee for attending fee for attending way of fee for
meetings of the Board or meetings of the Board attending meetings
Committees thereof as or Committees thereof of the Board or
also for Independent as also for Independent Committees thereof
Directors meeting or for Directors meeting or for as also for
any other purpose as any other purpose as Independent
may be decided by the may be decided by the Directors meeting
Board, reimbursement Board, reimbursement or for any other
of expenses for of expenses for purpose as may be
participating in the participating in the decided by the
Board and other Board and other Board,
meetings. meetings. reimbursement of
Remuneration under Remuneration under expenses for
Section 197 read with Section 197 read with participating in the
Schedule V of the Act, Schedule V of the Act, Board and other
as decided by the as decided by the meetings.
Board, if any, from time Board, if any, from time Remuneration
to time. to time. under Section 197
read with Schedule
V of the Act, as
decided by the
Board, if any, from
time to time.
Date of first NA. Being appointed for NA. Being appointed NA. Being
appointment first time. for first time. appointed for first
on the Board time.
Shareholding Nil Nil Nil
in the
Company
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
including
shareholding
as a
beneficial
owner as on
date of
Notice
Relationship Shri Rajiv Mehrishi is not Shri Sunil Mehta is not Shri Bimal Tanna is
with other related to any other related to any other not related to any
Directors/Key Director / Key Director / Key other Director / Key
Managerial Managerial Personnel of Managerial Personnel Managerial
Personnel the Company of the Company Personnel of the
Company
Number of Not Applicable Not Applicable Not Applicable
meetings of
the Board
attended
during the
financial year
(2023-24)
Directorships a. Piramal Enterprises a. BFSI Sector Skill NIL
of other Limited Council of India
Boards as on b. Dabur India Limited b. Indian Institute of
date of Notice c. The TATA Power Banking and
Company Limited Finance
d. TATA Power c. PSB Alliance Pvt
Renewable Energy Limited
Limited
e. Reliance Retail
Ventures Limited
f. NSE IFSC Limited
g. Infomerics Analytics
and Research
Private Limited
Membership/ 1. Member of Audit 1. Member of NIL
Chairmanshi Committee of Dabur Nomination and
p of India Limited Remuneration
Committees 2. Chairman of Audit Committee of PSB
of other Committee of Alliance Pvt Limited
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Boards as on Piramal Enterprises 2. Member of
date of Notice Limited Corporate Social
3. Member of Responsibility
Nomination and Committee of Indian
Remuneration Institute of Banking
Committee of NSE and Finance
IFSC Limited
4. Member of Audit
Committee and
Corporate Social
Responsibility
Committee of Tata
Power Company
Limited
5. Member of Audit
Committee and
Chairman of
Corporate Social
Responsibility
Committee of Tata
Power Renewable
Energy Limited
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Particulars Ms. Isha Mukesh Shri Anshuman Shri Hitesh Kumar
Ambani Thakur Sethia
Age 31 years 45 years 44 years
Qualifications Graduated from Yale Graduation in Chartered
University with a Economics and MBA Accountant and
double major in from IIM Ahmedabad Advanced
Psychology and South Management
Asia Studies and MBA Program – Harvard
from Stanford Business School
University
Brief She is part of the He has 24 years of Mr. Hitesh Sethia is
Profile/Experi executive leadership experience in corporate a financial services
ence team at Reliance strategy and investment executive with over 2
(including Retail Ventures Ltd. banking and has worked decades of
experience in She played a pivotal across diverse experience across
specific role in conceptualising industries. Currently he Europe, Asia (India
function and launching Jio in is Senior Vice President & Greater China)
areas) India in 2016. Jio is the at Jio Platforms Limited and North America.
world's largest mobile and responsible for He has spent most of
data network. strategy and planning his career at ICICI
functions. He joined the Bank gaining
She is driving the Reliance Group in 2014 functional
expansion of Reliance and has ever since been experience and
Retail vertical into new closely involved with the handling leadership
categories, Jio and retail roles across various
geographies and businesses. departments such as
formats and is focused credit, retail banking,
on enhancing the Prior to joining Reliance, corporate banking
overall customer he worked with Morgan and transaction
experience. Reliance Stanley as Head of banking coupled with
Retail has its presence Mergers & Acquisitions understanding of
in food, consumer in India. He was a TMT technology
electronics and coverage banker at applications in
fashion retail and is Rothschild prior to his financial services.
India's largest retailer stint at Morgan Stanley. He has a rich
by reach, scale, He also worked with experience in the
revenue and Arthur Andersen and areas of strategy
profitability. Ernst & Young in the formulation, market
areas of corporate development,
finance and strategy. compliance, risk
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
She is actively management and
involved in team building across
spearheading the work multiple countries.
done by Reliance Mr. Sethia was
Foundation. An art involved with setting
enthusiast, Ms. lsha up and scaling
Mukesh Ambani leads operations as a key
all the art and culture member of the set-
initiatives undertaken up team for ICICI
by Reliance Bank Canada, and
Foundation in India as the first employee
and internationally. of ICICI Bank in
She is passionate Germany. He also
about education and held senior positions
anchors the Reliance /country head
Foundation's work with positions for the
children and women. ICICI Bank’s
operations in UK and
Hong Kong. In his
last role at the bank,
he was Head of
Transaction Banking
based in Mumbai.
Terms and As per the resolution As per the resolution set As per the resolution
Conditions of set out at Item No.8 of out at Item No.9 of the set out at Item No. 10
Appointment the Notice read with Notice read with of the Notice read
Statement Statement with the Statement
Remuneratio Nil Nil NIL
n last drawn
(including
sitting fees, if
any)
Remuneratio She shall be paid He shall be paid As stated in the
n Proposed to remuneration by way remuneration by way of statement for the
be paid of fee for attending fee for attending Item No. 10.
meetings of the Board meetings of the Board or
or Committees thereof Committees thereof or
or for any other for any other purpose as
purpose as may be may be decided by the
decided by the Board, Board, reimbursement
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
reimbursement of of expenses for
expenses for participating in the
participating in the Board and other
Board and other meetings.
meetings. Remuneration under
Remuneration under Section 197 read with
Section 197 read with Schedule V of the Act,
Schedule V of the Act, as decided by the
as decided by the Board, if any, from time
Board, if any, from to time.
time to time.
Date of first NA. Being appointed NA. Being appointed for NA. Being appointed
appointment for first time. first time. for first time.
on the Board
Shareholding Nil Nil Nil
in the
Company
including
shareholding
as a
beneficial
owner as on
date of
Notice
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Directorships 1. Reliance Retail 1. Radisys India NIL
of other Ventures Limited Limited
Boards as on 2. Reliance Jio 2. Saavn Media
date of Notice Infocomm Limited Limited
3. Jio Platforms 3. Indiavidual Learning
Limited Limited
4. Reliance 4. Sanmina-SCI
Foundation Technology India
Institution of Private limited
education and 5. Sanmina-SCI India
Research Private Limited
5. Reliance 6. Just Dial Limited
Foundation 7. Glance inmobi pte
ltd
Membership/ 1. Chairperson of 1. Chairperson of NIL
Chairmanshi Corporate Social Corporate Social
p of Responsibility Responsibility
Committees Committee of Jio Committee of
of other Platforms Limited Radisys India Limited
Boards as on 2. Member of 2. Member of Corporate
date of Notice Corporate Social Social Responsibility
Responsibility Committee of Saavn
Committee Reliance Media Limited,
Jio Infocomm Sanmina-SCI India
Limited and Private Limited and
Reliance Retail Sanmina-SCI
Ventures Limited Technology India
Private limited
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Annexure B
I. GENERAL INFORMATION:
(i) Nature of Industry:
The Company is a Non-Banking Financial Company and is engaged in business of
finance, trading in futures and options, trading / investments in shares and securities
in India.
(ii) Date or expected date of commencement of commercial production:
The Company was incorporated on July 22, 1999 and commenced its business
operations in the same year
(iii) In case of new companies, expected date of commencement of activities as
per project approved by financial institutions appearing in the prospectus:
Not applicable
(iv) Financial performance based on given indicators - as per Audited Financial
Statement for last preceding financial years:
Rs. Crores
Particulars FY2022-23
Networth 24,054.26
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
II. Information about the appointee:
i. Background details:
Mr. Hitesh Sethia is a financial services executive with over 2 decades of experience
across Europe, Asia (India & Greater China) and North America. He has spent most of
his career at ICICI Bank gaining functional experience and handling leadership roles
across various departments such as credit, retail banking, corporate banking and
transaction banking coupled with understanding of technology applications in financial
services. He has a rich experience in the areas of strategy formulation, market
development, compliance, risk management and team building across multiple
countries. Mr. Sethia was involved with setting up and scaling operations as a key
member of the set-up team for ICICI Bank Canada, and as the first employee of ICICI
Bank in Germany. He also held senior positions /country head positions for the ICICI
Bank’s operations in UK and Hong Kong. In his last role at the bank, he was Head of
Transaction Banking based in Mumbai.
ii. Past remuneration during the financial year ended 31st March, 2023
No remuneration was paid to Shri Hitesh Kumar Sethia by the Company during the
financial year 2022-23.
Shri Hitesh Kumar Sethia possess relevant skills, knowledge, experience, competence
and capabilities required for discharging his duties and effective functioning of the
Company.
Taking into consideration his qualifications and expertise in relevant fields, he is best
suited for the job.
v. Remuneration Proposed:
As set out in the statement for Item No. 10 of the accompanying Notice.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
vi. Comparative remuneration profile with respect to industry, size of the company,
profile of the position and person (in case of expatriates the relevant details
would be with respect to the country of his origin):
Taking into consideration the growth plans of the Company, the profile of Shri Hitesh
Kumar Sethia and his responsibilities, the remuneration proposed to be paid is in line
with the trends of the industry.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Annexure 1
Members are requested to note the following in accordance with the MCA circulars:
2. The link to join the Meeting shall be active from11:00 a.m. onwards on the day of
the Meeting.
3. E-mail address of the Company Secretary of the Company, Ms. V. Mohana i.e.
[email protected] is designated for correspondences / voting and all other
purposes related to the Meeting.
4. In the event of demand for poll at the Meeting, Members shall send their votes by
email from their email address which is registered with the Company/ Depository
Participant(s) and shall only be sent to the designated email mentioned in point no.
3 above.
5. For any assistance before or during the Meeting, Members may contact the
Company Secretary on +91- 7977098168.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Annexure 2
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Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
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Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
BOARD’S REPORT
Dear Members,
The Board of Directors of the Company are pleased to present the 25 th (Twenty-Fifth)
Annual Report and the Company’s audited financial statements for the financial year
ended March 31, 2023.
Financial Results
The Company’s financial performance (standalone and consolidated), for the financial
year ended March 31, 2023 is summarised below:
Rs in Cr
Standalone Consolidated*
Particulars 2022-23 2021-22 2022-23
Transfer to Reserves
The Company has transferred an amount of Rs. 6.30 crore to Statutory Reserve fund
(pursuant to Section 45 IC of the Reserve Bank of India Act, 1934) for the year under
review.
Operations and State of Company’s affairs
The Company is a Non-Banking Financial Company registered with the Reserve Bank of
India and engaged in business of finance, trading in futures and options, trading /
investments in shares and securities.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
The Board of Directors of the Company at its meeting held on November 15, 2022 had
approved the Scheme of Arrangement between i) Reliance Industries Limited and its
shareholders and creditors; (“Demerged Company” or “RIL”) & ii) the Company and its
shareholders and creditors (“Company” or “Resulting Company”); (“Scheme”)
The Hon’ble National Company Law Tribunal, Mumbai bench vide order dated June 28,
2023 has approved the Scheme. The Appointed Date for the Scheme is closing business
hours of March 31, 2023. The Effective Date for the Scheme is July 1, 2023.
There have been no other material changes and commitments affecting the financial
position of the Company between the end of the financial year and date of this Report.
There has been no change in the nature of business of the Company.
Management Discussion and Analysis Report for the year under review, as stipulated in
Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit
taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, dated
September 01, 2016 (“the Master Directions”) is presented in a separate section, forming
part of this Annual Report.
Corporate Governance Report for the year under review, as stipulated in Reserve Bank
of India (“RBI”) circular on Scale Based Regulation (“SBR”): “A Revised Regulatory
Framework for NBFCs dated October 22, 2021” read with RBI Circular on “Disclosures in
Financial Statements - Notes to Accounts of NBFCs dated April 19, 2022” is presented in
a separate section, forming part of this Annual Report.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Dividend
The Board of Directors of the Company had declared an interim dividend of Re 0.09/- per
9% Non-Cumulative Compulsorily Convertible Preference Shares (“CCPS”) of the face
value of Re 1/- each and of Rs. 4400/- per equity share of face value of Rs. 10/- each..
The Board of Directors of the Company has not recommended final dividend on equity
shares of the Company for the financial year under review.
The interim dividend paid during the year under review is in accordance with the
Company’s Dividend Policy.
Further, RIIHL’s wholly owned subsidiaries namely Reliance Retail Finance Limited,
Reliance Payment Solutions Limited, Jio Infrastructure Management Services Limited and
Jio Information Aggregator Services Limited as on March 31, 2023 shall also become
Subsidiaries of the Company effective from the closing business hours of March 31, 2023.
During the year under review, no other Company has become or ceased to be Company’s
subsidiary, joint venture or associate of the Company.
In accordance with the provisions of the Companies Act, 2013 (“the Act”) read with Ind
AS-110-Consolidated Financial Statement, Ind AS-28-Investments in Associates and
Joint Ventures and Ind AS-31-Interests in Joint Ventures, the consolidated audited
financial statement forms part of the Annual Report.
The audited financial statement including the consolidated financial statement of the
Company and all other documents required to be attached thereto is available on the
Company’s website and can be accessed at https://www.jiofinancialservices.com. The
financial statements of the subsidiaries, as required, are available on the Company’s
website and can be accessed at https://www.jiofinancialservices.com.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
a) in the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards read with requirements set out under Schedule III
to the Companies Act, 2013 (“the Act”) have been followed and there were no
material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as at March 31, 2023 and
of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other
irregularities;
d) the Directors have prepared the annual accounts on a ‘going concern’ basis;
e) The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in its ordinary course of business and on an arm’s length
basis.
The Policy on dealing with related party transactions as approved by the Board, can be
accessed on the Company’s website at https://www.jiofinancialservices.com
There were no materially significant related party transactions which could have potential
conflict with the interests of the Company at large.
Members may also refer Note 23 to the financial statement which sets out related party
disclosures pursuant to Indian Accounting Standards.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
In terms of the CSR Policy, the focus areas of engagement shall be rural transformation,
affordable healthcare solutions, access to quality education, environmental sustainability
and protection of national heritage.
During the year under review, the Company had spent an amount of Rs. 3,41,27,000/-
(2% of the average net profits of the Company for last three financial years) on CSR
activities.
The Annual Report on CSR activities undertaken during the year under review, is annexed
herewith and marked as “Annexure 1” to this Report.
The CSR policy of the Company can be accessed on the Company’s website at
https://www.jiofinancialservices.com
Risk Management
The Board has constituted a Risk Management Committee (‘RMC’) as stipulated in the
Master Directions. RMC has been entrusted inter alia with the responsibility to assist the
Board in (a) managing market risk, liquidity risk etc. (b) providing advice to the Board for
risk mitigation and compliance activities and (c) Annual Review of Risk Management.
The Company has in place Liquidity Risk Management Framework which enables the
company to manage liquidity risk. There is an adequate risk management structure in
place capable of addressing market, operational, financial, regulatory and other risks that
the business is exposed to and the RMC is equipped to devise risk mitigation strategies
for the Company from time to time.
The Company has adequate internal financial controls commensurate with the size of the
business and nature of its operations, designed to provide reasonable assurance with
regard to the accuracy and completeness of the accounting records and timely
preparation and provision of reliable financial statements.
In accordance with the provisions of the Act and the Articles of Association of the
Company, Ms. Jayashri Rajesh (DIN: 07559698), Director of the Company, retires by
rotation at the ensuing Annual General Meeting. The Board of Directors, on the
recommendation of Nomination and Remuneration Committee (“NRC”), has
recommended her re-appointment.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
During the year under review, the Members of the Company on recommendation of Board
and NRC have appointed Shri Kundapur Vaman Kamath (DIN: 00043501) as an
Independent Director to hold the office for a term of 5 (five) consecutive years up to
November 13, 2027. In the opinion of the Board, he possesses requisite expertise,
integrity and experience (including the proficiency).
Shri Dhiren Vrajlal Dalal (DIN: 01218886) ceased to be an Independent Director of the
Company upon completion of his tenure effective March 30, 2023.
The Board places on record its appreciation for the valuable contribution made by Shri
Dhiren Vrajlal Dalal, for governance of the Company during his tenure as an Independent
Director of the Company.
Shri Suresh Jagannathan had resigned as Chief Financial Officer of the Company
effective November 26, 2022. The Board on recommendation of NRC had appointed Shri
Abhishek Haridas Pathak as the Chief Financial Officer (“KMP”) of the Company with
effect from February 24, 2023.
Ms. Ashoo Mote had demitted the office as Company Secretary of the Company with
effect from March 21, 2023. The Board on recommendation of NRC had appointed Ms.
V. Mohana as the Company Secretary (“KMP”) of the Company with effect from March
21, 2023.
During the year under review, the Company has received declarations from all the
Independent Directors of the Company, confirming that:
they meet with the criteria of independence as prescribed under the Act; and
they have registered their names in the Independent Directors’ Databank
The aforesaid policies are available on Company’s website and can be accessed on the
Company’s website at https://www.jiofinancialservices.com
The Policy for selection of Directors and determining Directors’ independence sets out the
guiding principles for the Nomination and Remuneration Committee for identifying
persons who are qualified to become Directors and to determine the independence of
Directors, while considering their appointment as independent directors of the Company.
The Policy also provides for the factors in evaluating the suitability of individual board
members with diverse background and experience that are relevant for the Company’s
operations. There has been no change in the policy during the current year.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
a) Statutory Auditors
for the Financial Year 2023 does not contain any qualification,
reservation, adverse remark or disclaimer. The Notes on financial statement referred
-explanatory and do not call for any further comments.
Upon consummation of the Scheme, the asset size of the Company would be more
In
this regard, the Board has recommended the appointment of M/s Lodha & Co,
Chartered Accountants, (FRN - 301051E) as Joint Statutory Auditor of the Company,
to ensure that Statutory Audit of the Company is conducted by Joint Auditors, in
compliance with the RBI Circular.
b) Secretarial Auditor
The Board of Directors of the Company had appointed M/s. Shashikala Rao & Co.,
Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23 on
voluntary basis. The Secretarial Audit Report for the financial year ended March 31,
2023 is annexed herewith and marked as Annexure 2. The Secretarial Audit Report
does not contain any qualification, reservation, adverse remark or disclaimer.
Disclosures:
10 (Ten) meetings of the Board of Directors of the Company were held during the
financial year 2022-23.
During the year under review, Shri Dhiren Vrajlal Dalal ceased to be an Independent
Director of the Company upon completion of his tenure and consequently ceased to
Registered Office: 9 Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
be the member of the Audit Committee. The Audit Committee has been reconstituted
by the Board of Directors of the Company on April 12, 2023 and the Audit
Committee comprises of Shri Jagannatha Kumar (DIN: 07549304) (Chairman),
Shri K. Sethuraman (DIN: 00007787), Ms. Jayashri Rajesh (DIN 07559698)
and Shri B. Chandrasekaran (DIN: 06670563) as members. All the
recommendations made by the Audit Committee during the year under review were
accepted by the Board.
During the year under review, Shri Dhiren Vrajlal Dalal completed his term as an
Independent Director of the Company and consequently ceased to be the member of
the Corporate Social Responsibility Committee. The Corporate Social Responsibility
Committee of the Board of Directors of the Company comprises of Shri K.
Sethuraman (DIN: 00007787) (Chairman), Shri Jagannatha Kumar (DIN: 07549304)
and Shri B. Chandrasekaran (DIN: 06670563) as members.
The Company promotes safe, ethical and compliant conduct of all its business activities
and has put in place a mechanism for reporting illegal or unethical behaviour. The
Company has a Vigil Mechanism and Whistle-blower policy under which the employees
are encouraged to report violations of applicable laws and regulations and the Code of
Conduct – without fear of any retaliation. The reportable matters may be disclosed to the
Ethics & Compliance Task Force which operates under the supervision of the Audit
Committee. Employees may also report violations to the Chairman of the Audit Committee
and there was no instance of denial of access to the Audit Committee.
The Company, being a Non-Banking Financial Company registered under Chapter IIIB of
the Reserve Bank of India Act, 1934 is exempted from the provisions of Section 186 of
the Act relating to loan given, investment made, guarantee given, and security provided.
A. Conservation of Energy
(i) Steps taken for conservation of energy:
During the year under review, the Company was not engaged in any manufacturing
or processing activity. Considering the nature of Company’s business, there is no
reporting to be made on conservation of energy in its operations.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Nil
Nil
B. Technology Absorption
The Company has not entered into any technology agreement or collaborations.
(ii) The benefits derived like product improvement, cost reduction, product
development or import substitution:
None
(iii) Information regarding imported technology (Imported during last three years):
The Company has not imported any technology during the last three years.
Nil
There was no foreign exchange earnings and outgo during the year.
Annual Return
The Annual Return of the Company as on March 31, 2023 is available on the website of the
Company and can be accessed at https://www.jiofinancialservices.com
Secretarial Standards
The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2,
relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
General
Your Directors state that no disclosure or reporting is required in respect of the following
items as there were no transactions or applicability of these items during the year under
review:
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act’) and Rules made
thereunder and there were no cases/ complaints filed during the year under POSH Act.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Acknowledgement
The Board of Directors would like to express their sincere appreciation for the assistance
and co-operation received from the banks, government authorities, customers, vendors
and members during the year under review.
Mumbai
Date: July 7, 2023
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Annual Report on Corporate Social Responsibility (CSR) activities for the financial year 2022- 2023 Annexure 1
1. Brief outline on CSR Policy of the Company: Refer Section Corporate Social Responsibility in the Board’s Report
Sl. Name of Director Designation / Nature Number of meetings of CSR Number of meetings of CSR
No. of Directorship Committee held during the year Committee attended during the
year
1 Shri K. Sethuraman Director 2 2
2 Shri Jagannatha Kumar Director 2 2
3 Shri Dhiren Dalal (ceased Independent Director 2 2
w.e.f. March 30, 2023)
4 Shri B Chandrasekaran Independent Director 2 2
5. (a) Average net profit of the company sub-section (5) of Rs. 170,63,34,150/-
section 135
(b) Two percent of average net profit of the company as per Rs.3,41,26,683/-
sub-section (5) of section 135
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
(d) Amount required to be set off for the financial year, if any NA
(e) Total CSR obligation for the financial year [(b)+(c)-(d)]. Rs.3,41,26,683/-
6. a) Amount spent on CSR Projects (both Ongoing Project and Rs. 3,41,27,000/-
other than Ongoing Project)
b) Amount spent in Administrative Overheads Nil
c) Amount spent on Impact Assessment, if applicable Nil
d) Total amount spent for the Financial Year [(a)+(b)+(c)] Rs. 3,41,27,000/-
e) CSR amount spent or unspent for the Financial Year
Total Amount Amount Unspent (in Rs.)
Spent for the
Total Amount transferred to Unspent CSR Account as Amount transferred to any fund specified under
Financial Year. (in
per sub-section (6) of section 135. Schedule VII as per second proviso to sub-section (5)
Rs.)
of section 135.
Rs. 3,41,27,000/- Amount Date of transfer Name of the Fund Amount Date of
transfer
NIL NA NA NIL NA
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years: Not Applicable
1 2 3 4 5 6 7 8
Amount transferred to a fund
Balance as specified under Schedule
Amount in VII as per second proviso to
Amount
Unspent sub-section (5) of section
transferred to Amount
CSR 135, if any.
Unspent CSR Amount spent in remaining to
Preceding Account Deficiency,
Sl. Account the reporting be spent in
Financial under if any
No. under sub- Financial Year succeeding
Year(s) subsection
section (6) of (in Rs.). Financial
(6) of
section 135 Years (in Rs.)
section 135
(in Rs.)
(in Rs.)
Amount Date of
(in Rs) transfer
1 FY -1 - - - - - - -
2 FY -2 - - - - - - -
3 FY -3 - - - - - - -
- - - - - - -
8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial
Year:
☐ Yes ☒ No
If Yes, enter the number of Capital assets created/ acquired: Not Applicable
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial
Year:
Sl. Short particulars of Pincode of the Date of Amount of Details of entity/ Authority/beneficiary of the
No. the property or property or asset(s) Creation CSR registered owner
asset(s) amount
[including complete Spent
address and location
of the property]
9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per subsection (5) of section 135.
NA
Mumbai
Date: July 7, 2023
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Annexure 2
To,
The Members,
Reliance Strategic Investments Limited
9th Floor, Maker Chambers IV 222,
Nariman Point,
Mumbai - 400021
Management’s responsibility
The Management along with the Board of Directors are responsible for ensuring that the
Company complies with the provisions of all applicable laws and maintains the required
statutory records and documents in the prescribed manner.
Auditor’s responsibility
Based on audit, our responsibility is to express an opinion on the compliance with the
applicable laws and maintenance of records by the Company. We conducted our audit in
accordance with the auditing standards CSAS 1 to CSAS 4 (“CSAS”) prescribed by the
Institute of Company Secretaries of India. These standards require that the auditor
complies with statutory and regulatory requirements and plans and performs the audit to
obtain reasonable assurance about compliance with applicable laws and maintenance of
records.
Due to the inherent limitations of an audit including internal, financial and operating
controls, there is an unavoidable risk that some misstatements or material non-
compliances may not be detected, even though the audit is properly planned and
performed in accordance with the CSAS.
We have followed the audit practices and processes as were appropriate to obtain
reasonable assurance about the correctness of the contents of the secretarial records.
The verification was done on test basis to ensure that correct facts are reflected in the
secretarial records. We believe that the processes and practices, we followed provide a
reasonable basis for our opinion.
Opinion
Based on our verification of the Company’s books, papers, minute books, forms and returns
filed and other records maintained by the Company and provided as scanned copies in
physical or electronic mode or through permitted access to the Company’s in-house portal
and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, we hereby report that in our opinion,
the Company has, during the audit period covering the financial year ended on March 31,
2023 (“the Financial Year”), complied with the statutory provisions listed hereunder and
also that the Company has proper Board-processes and compliance-mechanism in place
to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other
records maintained by the Company for the Financial Year according to the provisions
of:
i) The Companies Act, 2013 (“the Act”) and the rules made thereunder;
ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made
thereunder- Not Applicable to the Company during the Audit Period;
iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder;
iv) Foreign Exchange Management Act, 1999 and the rules and regulations made
thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings- Not Applicable to the
Company during the Audit Period;
v) The following Regulations and Guidelines prescribed under the Securities
and Exchange Board of India Act, 1992 (‘SEBI Act’):-
a) The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011- Not
Applicable to the Company during the Audit Period;
b) The Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015- Not Applicable to the
Company during the Audit Period;
c) The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018- Not
Applicable to the Company during the Audit Period;
d) The Securities And Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 - Not
Applicable to the Company during the Audit Period;
e) The Securities and Exchange Board of India (Issue and Listing
of Non-Convertible Securities) Regulations, 2021- Not Applicable
to the Company during the Audit Period;
f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the
Companies Act and dealing with client - Not Applicable to the
Company during the Audit Period;
g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021- Not Applicable to the Company
during the Audit Period; and
h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018 - Not Applicable to the Company during the
Audit Period;
vi) The Reserve Bank of India Act, 1934, Non-Banking Financial Company –
Systemically Important Non-Deposit taking Company and Deposit taking
Company (Reserve Bank) Directions, 2016 and other notifications / circulars /
guidelines / Directions issued by the Reserve Bank of India (“RBI”) from time
to time.
During the audit period, the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned above.
With respect to a show cause notice received by the Company from SEBI in December
2021 for alleged violation of section 12A(c) of the SEBI Act, 1992 read with Regulations
3(d), 4(1) and 4(2)(e) of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices)
Regulations, 2003 in the matter of certain trades undertaken by the Company in long
dated Nifty Put Options with expiry date of December 28, 2017, the Company has
responded during the audit period subsequent to receiving relevant documents from
SEBI. Based on the internal/external legal opinion in the matter, established evidence
and precedents in similar matters, the Company believes that it is in compliance with
the regulatory guidelines and does not foresee any liability / penalty arising in the matter,
notwithstanding the fact that the matter is sub-judice.
We further report that, the Company has identified the following laws as specifically
applicable to the Company:
i) The Reserve Bank of India Act, 1934,
ii) Non-Banking Financial Company – Systemically Important Non-Deposit
taking Company and Deposit taking Company (Reserve Bank) Directions,
2016 and other notifications / circulars / guidelines / Directions issued by
the Reserve Bank of India (“RBI”) from time to time.
The Company being an unlisted public company and a wholly owned subsidiary is
exempt from appointing independent directors as per the provisions of Rule 4 (2) of the
Companies (Appointment and Qualification of Directors) Rules, 2014. However, the
Company is voluntarily complying with the requirements of appointing independent
directors.
Adequate notice was given to all directors of the Company of the meetings of the Board
(including meetings of the Committees), except where consent of directors was received
for shorter notice. The agenda and detailed notes on agenda were sent at least seven
days in advance for the Board and Committee meetings, except for the meetings which
were convened at shorter notice with the consent of directors.
During the audit period, one extra-ordinary general meeting was convened and held
at shorter notice with the consent of the members, in due compliance with the
applicable provisions of the Act.
We further report that the Company has devised a system which enables the directors
to seek and obtain further information and clarifications on the agenda items before the
meeting and for meaningful participation at the meeting.
All decisions made at Board Meetings and Committee Meetings have unanimous
consent of directors (excluding the directors who are concerned or interested in
specific items) as recorded in the minutes of the meetings of the Board of Directors or
Committees of the Board, as the case may be.
We further report that having regard to the compliance system prevailing in the
Company and as per explanations and management representations obtained and
relied upon by us the Company has adequate systems and processes commensurate
with the size and operations of the Company to monitor and ensure compliance with
applicable laws, rules, regulations and guidelines.
We further report that, during the audit period the Company has approved the scheme
of arrangement between Reliance Industries Limited and Reliance Strategic Investments
Limited and their shareholders and creditors in due compliance with the applicable
provisions of the Act.
To
The Members
Reliance Strategic Investments Limited
1. We have not verified the correctness and appropriateness of financial records and
Books of Accounts of the Company and financial statements and disclosures made
therein.
MACROECONOMIC OVERVIEW
After witnessing two years of sharp contraction in the global output due to COVID-19
pandemic, the world economy was finally on a path to recovery until the geopolitical
tension between Russia and Ukraine surfaced in February 2022. This event disrupted
supply chains, caused a sharp increase in commodity prices, and led to inflationary
pressures worldwide. As a result, Central Banks across the globe-initiated interest rate
hikes and tightened systemic liquidity to restore price stability. In addition, banking
failures in advanced economies tested the resilience of the global financial system.
Inflation levels remain high in many countries and are projected to stay above pre-
pandemic levels even beyond 2024. World Bank projects inflation to stay elevated at
6.7% in CY23 before easing to 4.1% in CY24, still above pre-pandemic levels. As a
result, the International Monetary Fund (“IMF”) projects global growth to slowdown
further from 3.4% in CY2022 to about 2.8% in CY2023. The IMF project global growth
at about 3.0% in CY2024
Amidst the global headwinds, the Indian economy has continued to perform well, and
remains a bright spot in the global landscape. Indian economy is positioned to be one
of the fastest-growing major economy growing at about 7.2% in FY2023 and the World
bank projecting a growth rate of 6.3% for FY24.
India’s growth parameters remained intact, recording strong growth across sectors
during FY2023, driven by resurgent industrial performance, higher agricultural output
facilitated by good monsoon and sustained improvement in the services sector of the
economy. Additionally, the economy also witnessed strong public investment in
infrastructure, owing to supportive government policies, sound macroeconomic
fundamentals, lower nonperforming loans in banks, and higher credit offtake.
Private consumption also played a crucial role in driving economic growth, expanding
by about 7.3% in FY2023 and contributing close to 60% of the Gross Domestic
Product (GDP), reflecting the spillover of pent-up demand, from previous year, for
consumer goods and services. Improving labor market conditions and consumer
confidence will drive growth in private consumption in FY2024. This trend was also
observed in the housing market wherein the all-India House Price Index in Q4_FY23
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
recoded highest increase in last seventeen quarters. During Q4_FY23, housing sales
grew by 21.6% and new launches maintained healthy growth.
INDUSTRY OVERVIEW
Within the Financial sector, NBFCs have emerged as an important source of credit,
playing a crucial role in promoting financial inclusion in India. The NBFCs have been
outpacing scheduled commercial banks (SCBs) in terms of lending growth over the
past few years, thanks to their efficient last mile distribution and customized product
offering.
NBFCs have distinguished themselves from banks by offering lower transaction costs,
faster decision-making processes, customer-centric approaches, and efficient service
standards. Given the extensive reach of NBFCs, they are well-positioned to bridge the
financing gap in a vast country like India.
• NBFCs have been the largest net borrowers of funds from the financial system.
• Increase in NBFCs’ AUM from INR 3.6 lakh crore in March 2008 to about INR 27
lakh crore in March 2022, with expectations of further increase to INR 34 lakh
crore in March 2024, indicates the importance of the sector to overall credit
delivery in the economy.
• The GNPA ratio (excluding core investment companies) fell sharply from 5.4 per
cent in September 2022 to 3.8 per cent in March 2023.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
COMPANY OVERVIEW
OPPORTUNITIES
India is the 5th largest economy in the world. Indian consumers are expected to
experience a notable increase in disposable income. The recent softening in domestic
prices and a pause in rate hikes by RBI will also improve the domestic investment
sentiments and provide stability to bond and equity prices. Such a scenario presents
exciting prospects for the expansion of the consumer market in India.
India remains the nation of the young with median age currently standing at 28.2 and
will only rise to 30.9 by 2030 indicating a higher propensity for consumption.
India's retail lending market is still in its early stages, with credit penetration and
Assets Under Management (AUM) lagging behind the major economies such as USA
and China. Furthermore, less than 10% of retail loans are being disbursed digitally,
indicating a significant untapped opportunity for digital lenders in the country
Digital lenders have the potential to overcome the challenges of unsecured lending by
offering enhanced user experiences and adopting alternative risk assessment
approaches. They can also expand their operations to reach semi-urban and rural
areas, where credit availability is limited. By leveraging asset-light models, digital
distribution channels, API integrations, and advanced credit models powered by
AI/ML, digital lenders can effectively meet the credit requirements of these
underserved segments.
THREATS
Several factors, beyond our influence, have the potential to impact our loan portfolio's
quality. These factors include macroeconomic elements such as unemployment
increases, sustained rises in interest rates, developments in the Indian economy,
movements in global commodity markets, and fluctuations in exchange rates..
Furthermore, customer-specific factors such as deliberate defaults can also contribute
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
to the escalation of non-performing assets (NPAs) and adversely affect our loan
portfolio's overall health.
The elevated geopolitical tensions and impacted global supply chains has led to
persistent higher inflation, leading to central banks around the world to step in through
monetary policy action to control inflation levels. The high interest rates have a
potential to create a liquidity freeze and slow down economic growth.
Any increase in the interest rates applicable to our liabilities without a corresponding
increase in the interest rates applicable to our assets will result in a decline in our net
interest margin and would have an adverse effect on our results of operations and
cash flows.
RSIL has put in place a robust Internal Control System and Risk Management
Framework to ensure timely identification, mitigation and management of risk
commensurate with the size, scale and complexity of business.
The Company had engaged the services of the Reliance Internal Audit Team to carry
out the internal audit function and will now setup its own internal audit team, which will
be supported by external teams as necessary, to ensure continued effectiveness of
controls and uphold compliance with regulatory and internal guidelines.
The Audit Committee reviews the performance of the audit and compliance functions,
assesses the effectiveness of controls and ensures compliance with regulatory
guidelines. The committee provides necessary directions to the Management
whenever deemed necessary / considered appropriate.
The Company conducts its internal audit and compliance functions in accordance with
the regulatory framework to ensure adherence to regulatory guidelines that are
periodically issued. Internal controls and compliance functions are subject to on-going
review and are upgraded periodically to ensure a robust framework.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Pursuant to the guidelines issued by the Reserve Bank of India, RSIL has constituted
a Risk Management Committee comprising members of the Board of Directors. The
Risk Committee assumes responsibility for monitoring market risk and liquidity risk,
offering advice to the Board on effective risk management strategies and ensuring
compliance with various regulatory and internal requirements.
With RSIL set to venture into consumer lending and merchant lending through its
subsidiary Reliance Retail Finance Limited, the company is committed to further
strengthen its risk management and mitigation capabilities. Additionally, RSIL has
initiated efforts to enhance its risk management techniques, recognizing the
importance of robust risk management practices in its operations.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
CONCLUDING COMMENTS
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
This report is being provided in accordance with the provisions of the Scale Based Regulation
(“SBR”): A Revised Regulatory Framework for NBFCs vide Circular dated October 22, 2021 read
with Circular on Disclosures in Financial Statements- Notes to Accounts of NBFCs dated April 19,
2022, issued by Reserve Bank of India (“RBI”) and the report contains the details of Corporate
Governance systems and processes at Reliance Strategic Investments Limited (“RSIL” or “the
Company”).
At RSIL, Corporate Governance is all about maintaining a valuable relationship and trust with all
stakeholders. We consider stakeholders as partners in our success and remain committed to
maximizing stakeholders’ value, be it Shareholders, Customers, Government & Regulatory
Authorities. We are committed to meet the aspirations of all our stakeholders. Over the years,
governance processes and systems have been strengthened within the Company and Corporate
Governance has been an integral part of the way business is done.
Corporate Governance is not just a destination, but a journey to constantly improve sustainable
value creation. It is an upward-moving target that we collectively strive towards achieving.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Company Secretary
The Company Secretary plays a key role in ensuring that the Board (including Committees
thereof) procedures are followed and regularly reviewed. The Company Secretary ensures that
all relevant information, details and documents are made available to the Directors and senior
management for effective decision-making at the meetings. The Company Secretary is primarily
responsible to assist and advise the Board in the conduct of affairs of the Company, to ensure
compliance with applicable statutory requirements, to provide guidance to Directors and to
facilitate convening of meetings. The Company Secretary interfaces between the management
and regulatory authorities for governance matters.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Board of Directors
Board composition and category of Directors
The Company has a Board comprising of 5 (Five) Non-Executive Directors including 2(Two)
Independent Directors and 1 (one) Woman Director as on March 31, 2023. All Directors are
from diverse background, who possess required skills, expertise and competencies that allows
them to effectively contribute to the Company’s decision making process.
Brief details of Directors of the Company including their category, shareholding in the
Company, number of other Directorships including name of listed entities where he / she is a
director alongwith the category of their directorships, committee positions held by them in other
companies as a Member or Chairperson and other details as on March 31, 2023 are given
below:
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
*Holds one equity share as a nominee, jointly with RIL”, Beneficial interest is with RIL.
Note: Dhiren Vrajlal Dalal ceased to be an Independent Director on the Board with effect from
March 30, 2023
Changes in Composition of the Board during the current Financial Year (“FY”) 2022-23 and
Previous FY 2021-22
Sr. Name of the Director Category Nature of change Effective
No date
Previous FY 2021-22
1 Balasubrmanian NE-ID Appointment as March 31,
Chandrasekaran Independent Director 2021
by the Shareholders at
the Annual General
Meeting held on
September 27, 2021
for first term.
Current FY 2022-23
1 Kundapur Vaman Kamath NE-ID and NEC Appointment as November
Independent Director 14, 2022
by the Shareholders by
way of Special
Resolution at the Extra
Ordinary General
Meeting held on
November 4, 2022 for
first term.
2 Dhiren Vrajlal Dalal NE-ID Ceased to be an March 30,
Independent Director 2023
upon completion of his
tenure on March 29,
2023
#NE-ID : Non-Executive Independent Director
NEC : Non-Executive Chairman
Notes:
• None of the Independent Directors of the Company have resigned before expiry of their term
during the year under review.
• None of the Directors are related to any other Director(s) on the Board.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Board Independence:
Every Independent Director, at the first meeting of the Board in which he participates as a Director
and thereafter at the first meeting of the Board in every financial year, gives a declaration that he
meets the criteria of independence as provided under the law and that he is not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair or
impact his ability to discharge his duties with an objective independent judgement and without any
external influence.
In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Act and
are independent of the management of the Company.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
April June July October October November November January February March
12, 28, 2022 19, 14, 2022 21, 2022 4, 2022 15, 2022 18, 2023 24, 2023 21,
2022 2022 2023
Sethurama Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 100% Yes
n
Kandasam
y
Dhiren Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 100% Yes
Vrajlal
Dalal*
Balasubrm Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 100% Yes
anian
Chandrase
karan
Jagannath Yes No Yes Yes Yes Yes Yes Yes No Yes 80% Yes
a Kumar
Venkata
Gollapalli
Jayashri Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 100% Yes
Rajesh
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
The Board members are provided with necessary documents, brochures, reports and internal
policies to enable them to familiarize with the Company’s procedures and practices.
Periodic presentations are made at the Board and Committee meetings on business and
performance updates of the Company, business strategy, risks involved, CSR activities
undertaken and regulatory changes.
Monthly/ quarterly updates on relevant statutory, regulatory changes and landmark judicial
pronouncements encompassing important laws are regularly circulated to the Directors.
Board Compensation:
During the Financial year 2022-23, no remuneration either by way of salary or commission
has been paid to Directors of the Company except sitting fee for attending the Board and
Committee meetings to the Non-Executive Directors of the Company. Sitting fee paid to the
Non-Executive Directors during the Financial Year 2022-23 is given below;
Total 20,10,000
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Notes:
During the year under review, there were no other pecuniary relationships or transactions of
Non-Executive Directors with the Company.
Sitting Fees for attending Board and Committee meetings are paid to the Non-Executive
Directors as recommended by the Nomination and Remuneration Committee and approved
by the Board and Members of the Company, within the overall limit prescribed in the Act.
Board Committees
The Board has constituted seven Committees, viz. Audit Committee, Nomination and
Remuneration Committee, Corporate Social Responsibility Committee, Risk Management
Committee, Asset-Liability Management Committee, Information Technology Strategy
committee and Investment Lending Committee.
The recommendations of the Committees are submitted to the Board for approval. During the
year, all the recommendations of the Committees were accepted by the Board.
Audit Committee
The Audit Committee of the Company has been duly constituted as per para 70(1) of Master
Direction – Non-Banking Financial Company – Systemically Important Non-Deposit taking
Company and Deposit taking Company (Reserve Bank) Directions, 2016 issued by RBI.
*Dhiren Vrajlal Dalal ceased to be Independent Director and member of the Audit
Committee w.e.f. March 30, 2023.
@ Holds one equity share as a nominee, jointly with RIL. Beneficial interest is with RIL
Notes:
All the members of the Audit Committee possess requisite qualifications.
Terms of Reference of the Audit Committee inter alia include the following:
i. The recommendation for appointment, remuneration and terms of appointment of
auditors of the Company;
ii. Review and monitor the auditor’s independence and performance, and
effectiveness of audit process;
iii. Reviewing, with the management, the quarterly financial results/ annual financial
statements and auditors’ report thereon before submission to the Board for
approval;
iv. Approval or any subsequent modification of transactions of the Company with
related parties
v. Scrutiny of inter corporate loans and investments;
vi. Reviewing the functioning of the Whistle Blower Mechanism/ Oversee the Vigil
Mechanism
vii. Reviewing with the management, adequacy of the internal control systems.
Meetings and Attendance for the year ended March 31, 2023
7 (Seven) meetings of the Committee were held during the year. The details of the meetings and
attendance of members of the Committee at these meetings are given below:
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
*Dhiren Vrajlal Dalal ceased to be Independent Director and member of the Audit
Committee w.e.f. March 30, 2023.
Notes:
The representatives of Statutory Auditors are permanent invitees to the Audit Committee
meeting held quarterly, to approve financial results.
The representatives of Statutory Auditors, Executives from Accounts department, Corporate
Secretarial department and Internal Audit department attend the Audit Committee meetings.
The Chairman of the Committee was present at the last Annual General Meeting held on
August 2, 2022.
*Dhiren Vrajlal Dalal ceased to be an Independent Director and member of the Nomination and
Remuneration Committee w.e.f. March 30, 2023.
** Holds one equity share as a nominee, jointly with RIL, Beneficial interest is with RIL.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Terms of Reference of the Nomination and Remuneration Committee inter alia include the
following:
a. To identify persons who are qualified to become directors and persons who may be
appointed in senior management in accordance with the criteria laid down and to
recommend to the Board their appointment / reappointment (including retiring by
rotation) and/or removal;
b. To ensure ‘Fit and proper’ credentials of existing / proposed Directors;
c. To specify the manner for effective evaluation of performance of the Board of Directors,
its committees and individual directors;
d. To formulate the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy, relating to the
remuneration for the directors, key managerial personnel and other employees;
e. To recommend/review remuneration of the whole time director(s), based on their
performance and defined assessment criteria.
Meeting and Attendance for the year ended March 31, 2023
4 (Four) meetings of the Committee were held during the year. The details of the meetings and
attendance of members of the Committee at these meetings are given below:
The Chairman of the Committee was present at the last Annual General Meeting held on August
02, 2022.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee (‘CSR Committee’) of the Company has been
duly constituted as per Section 135 of the Act.
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
*Dhiren Vrajlal Dalal ceased to be an Independent Director and member of the CSR Committee
w.e.f. March 30, 2023.
** Holds one equity share as a nominee, jointly with RIL, Beneficial interest is with RIL
Terms of Reference of the Corporate Social Responsibility Committee inter alia include:
• To formulate and recommend to the Board, a Corporate Social Responsibility Policy
indicating the activities/projects/programs to be undertaken by the Company in
compliance with the provisions of the Act and the rules made thereunder;
• To recommend the amount of expenditure to be incurred on the
activities/projects/programs referred to above;
• To monitor the implementation of the Corporate Social Responsibility Policy of the
Company from time to time;
• To approve annual report on Corporate Social Responsibility Activities to be annexed
to the Board’s Report.
Meetings and Attendance for the year ended March 31, 2023
2 (Two) meetings of the Committee were held during the year. The details of the meetings and
attendance of members of the Committee at these meetings are given below:
* Holds one equity share as a nominee, jointly with RIL, Beneficial interest is with RIL
Terms of Reference of the Risk Management Committee inter alia include to frame Risk
Management Plan and Policy, oversee implementation / monitoring of Risk Management Plan and
Policy, managing Integrated Risk and such other functions as delegated by the Board.
Meetings and Attendance for the year ended March 31, 2023
4 (Four) meetings of the Committee were held during the year. The details of the meetings and
attendance of members of the Committee at these meetings are given below:
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
# Suresh Jagannathan ceased as member w.e.f. November 26, 2022 upon resignation
## NE-NID: Non-Executive Non Independent Director
* Holds one equity share as a nominee, jointly with RIL, Beneficial interest is with RIL
Terms of Reference of the Asset-Liability Management Committee inter alia include reviewing
the Asset Liability position, ensuring adherence to the risk tolerance, implementing the liquidity
risk management strategy and such other functions as prescribed under the relevant
guidelines of the Reserve Bank of India (RBI).
Meetings and Attendance for the year ended March 31, 2023
4 (Four) meetings of the Committee were held during the year. The details of the meetings and
attendance of members of the Committee at the meetings are given below:
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Terms of Reference of the Information Technology Strategy Committee inter alia include
the following:
• To approve IT strategy and policy documents, review cyber security arrangements and
ensure that the management has put an effective strategic planning process in place;
• To ascertain that management has implemented processes and practices that ensure
that the IT delivers value to the business;
• To monitor the method that management uses to determine the IT resources needed to
achieve strategic goals and provide high-level direction for sourcing and use of IT
resources;
• To ensure proper balance of IT investments for sustaining the Company’s growth and
becoming aware about exposure towards IT risks and controls
Meeting and Attendance for the year ended March 31, 2023
2 (Two) meetings of the Committee were held during the year. The details of the meetings and
attendance of members of the Committee at the meetings are given below:
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
2021- August 02, 11:30 Held through video conference / other No special
22 2022 a.m. audio-visual means resolution was
(Deemed venue - 9 Floor, Maker passed.
th
2019- June 29, 2020 11:30 Held through video conference / other No special
20 a.m. audio-visual means resolution was
(Deemed venue - C/903-904, passed.
Chaitanya Towers, Appasaheb
Marathe Marg, Prabhadevi, Mumbai
400 025)
2022- November 4, 12:00 Held through video conference / other Appointment of Shri
23 2022 Noon audio-visual means K.V. Kamath as an
(Deemed venue - 9 Floor, Maker Independent
th
Annual General Meeting 10th day July, 2023 at 3.30 p.m. (IST) through Video
Conferencing / Other Audio Visual Means as set out in
the Notice convening the Annual General Meeting.
Deemed venue of the meeting is the registered office of
the Company situated at 9th floor, Maker Chambers IV,
222, Nariman point, Mumbai 400 021
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
All securities of the Company are in dematerialized form. There were no cases of physical transfer
of shares, its sub-division, consolidation, renewal, exchange of certificates or endorsement of
calls/allotment monies etc. during the financial year ended March 31, 2023.
All the securities of the Company are in dematerialized form as on March 31, 2023. Under the
Depository System, the International Securities Identificatio
Company are as follows;
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
company and other entities in the group etc. The related party transactions are entered into based
on considerations of various business exigencies, such as synergy in operations, sectoral
There were no materially significant related party transactions which could have potential conflict
with interest of the Company at large.
There has been no instance of non-compliance with the requirements of the Act, including with
respect to compliance with accounting and secretarial standards.
No penalties and strictures have been imposed on the Company by RBI, MCA, Stock Exchange(s)
or SEBI, or any other statutory authority, on any matter during the last three years.
The Company does not have any subsidiary. The total fees for all services paid by the Company
to the Statutory Auditors during the year/period ended March 31, 2023 is Rs. 12.5 lakhs. As
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
CIN: U65990MH1999PLC120918
Registered Office: 9th Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021
Phone No. 022 – 22785000, E-mail: [email protected],Website: www.jiofinancialservices.com
Reliance Strategic Investments Limited
Financial Statements
2022-23
INDEPENDENT AUDITOR’S REPORT
To the Members of
RELIANCE STRATEGIC INVESTMENTS LIMITED
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
standalone financial statements give the information required by the Companies Act, 2013, as amended
(“the Act”) in the manner so required and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, (“IND AS”) and other accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2023, its profit including other
comprehensive income, its cash flows and the changes in equity for the year ended on that date.
We conducted our audit of the Standalone Financial Statements in accordance with the Standards on
Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards
are further described in the ‘Auditor’s Responsibilities for the Audit of the Standalone Financial
Statements’ section of our report. We are independent of the Company in accordance with the ‘Code of
Ethics’ issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical
requirements that are relevant to our audit of the Standalone Financial Statements under the provisions
of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial
Statements.
Information Other than the Standalone Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other information
comprises the information included in the Company’s Director’s Report including Annexures to Director’s
Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does
not include the Standalone Financial Statements and our auditor’s report thereon. The other information
is expected to be made availableto us after the date of this auditor's report.
Our opinion on the Standalone Financial Statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the Standalone Financial Statements, our responsibility is to read the
other information, identified as above when it becomes available and, in doing so, consider whether such
other information is materially inconsistent with the Standalone Financial Statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
When we read the other information, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to those charged with governance.
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with
respect to the preparation of these Standalone Financial Statements that give a true and fair view of the
financial position, financial performance including other comprehensive income, cash flows and
statement of changes in equity of the Company in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the
Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.
This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and the design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
Standalone Financial Statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.
In preparing the Standalone Financial Statements, management is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these Standalone Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the Standalone Financial Statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we
are also responsible for expressing our opinion on whether the Company has adequate
internal financial controls with reference to Standalone Financial Statements in place and the
operating effectiveness of such controls.
Evaluate the overall presentation, structure and content of the Standalone Financial
Statements, including the disclosures, and whether the Standalone Financial Statements
represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or
in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the
Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in the Standalone Financial Statements.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
Other Matter
We draw attention to Note no.28 to the Standalone Financial Statements regarding NCLT’s approval vide
its order dated 28.06.2023 of the Scheme of Arrangement for Demerger between Reliance Industries
Limited (“Demerged Company”), Reliance Strategic Investments Limited (“Resulting Company”),
consequent transfer of assets and liabilities from the Demerged Company to the Resulting Company and
necessary effects given in the audited Standalone Financial Statements as on 31.03.2023.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a
statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, based on our audit, we report that:
(i) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit;
(ii) In our opinion, proper books of account as required by law have been kept by the Company so far
as it appears from our examination of those books;
(iii) The Balance Sheet, the Statement of Profit and Loss, including the Statement of Other
Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with
by this Report are in agreement with the books of account;
(iv) In our opinion, the Standalone Financial Statements comply with the Indian Accounting Standards
specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules,
2015, as amended;
(v) On the basis of the written representations received from the directors as on March 31, 2023
taken on record by the Board of Directors, none of the directors is disqualified as on March 31,
2023 from being appointed as a director in terms of Section 164 (2) of the Act;
(vi) With respect to the adequacy of the internal financial controls with reference to the Standalone
Financial Statements and the operating effectiveness of such controls, refer to our separate
Report in “Annexure B” to this report; Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Company’s internal financial controls with reference
to the Standalone Financial Statements.
(vii) In our opinion and to the best of our information and according to the explanations given to us,
the company has not paid any remuneration to its directors during the year. Accordingly, the
provisions of section 197 of the Act are not applicable.
(viii) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best
of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its
Standalone Financial Statements as referred to in Note 25 to the Standalone Financial
Statements;
ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Company.
iv. a) The management has represented that, to the best of its knowledge and belief, no
funds (which are material either individually or in aggregate), other than in normal course
of business, have been advanced or loaned or invested (either from borrowed funds or
share premium or any other sources or kind of funds) by the company to or in any other
person(s) or entity(ies), including foreign entities (“Intermediaries”) with the
understanding, whether recorded in writing or otherwise, that the intermediary shall,
whether directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Company (‘Ultimate Beneficiaries’) or provide
guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The management has represented that, to the best of its knowledge and belief, no
funds (which are material either individually or in aggregate), other than in normal course
of business, have been received by the company from any person(s) or entity(ies),
including foreign entities (“Funding Parties”), with the understanding, whether recorded
in writing or otherwise, that the Company shall whether directly or indirectly lend or
invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries; and .
c) Based on such audit procedures that were considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (a) and (b) contain any material misstatement.
v. The interim dividend declared and paid by the Company during the year is in compliance
with section 123 of the Act.
vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of
account using accounting software which has a feature of recording audit trail (edit log)
facility is applicable to the Company with effect from 01.04.2023, and accordingly,
reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not
applicable for the financial year ended 31.03.2023.
Kalpen Chokshi
Partner
M.No.135047
UDIN: 23135047BGQCMG1035
Place: Mumbai
Date: 07.07.2023
“Annexure A” to Independent Auditor’s Report on the Standalone Financial Statements of RELIANCE
STRATEGIC INVESTMENTS LIMITED
(Referred to in Paragraph 1 under the heading of “Report on other legal and regulatory requirements”
of our report of even date)
(i) Pursuant to the scheme of arrangement between the Company and Reliance Industries Limited
(RIL) and their respective shareholders and creditors, Property, Plant and Equipment having net
block of Rs.38.92 crores and Intangible Assets having net block of Rs.9.87 crores were transferred
to the Company with effect from the appointed date of 31.03.2023.
a)(i) The Company has maintained proper records showing full particulars, including quantitative
details, situation of Property, Plant and Equipment.
a)(ii) The Company has maintained proper records showing full particulars of intangible assets
b) Since the aforementioned assets were transferred to the Company pursuant to the demerger
scheme at closing of business hours on 31.03.2023, the Company is not covered under clause
3(i)(b) of the Order pertaining to physical verification of Property, Plant and Equipment during the
year.
c) As the Company had no immoveable property as on 31.03.2023, para 3(i)(c) of the Order is not
applicable to the Company.
d) The Company has not revalued its Property, Plant and Equipment or intangible assets during
the year. Accordingly, para 3(i)(d) of the Order is not applicable to the Company.
(ii)
a) As the Company had no Inventories during the year, clause (ii) (a) of paragraph of 3 of the
Order is not applicable to the Company.
b) According to the information and explanations given to us, no working capital limits has been
sanctioned to the Company from banks or financial institutions and hence clause (ii) (b) of
paragraph of 3 of the Order is not applicable to the Company.
(iii) The terms and conditions of the investments held by the Company as on 31.03.2023 (including
the investments transferred to the Company pursuant to the scheme of arrangement with effect
from the appointed date of 31.03.2023) are not prejudicial to the interest of the Company. The
Company has not provided any guarantee or security or granted any loans or advances in the
nature of loans, secured or unsecured to companies, firms, limited liability partnerships or other
parties.
(iv) The Company has not directly or indirectly advanced loan to the person or given guarantees or
securities in connection with the loan taken by persons covered under Section 185 of the Act. The
provisions of section 186 of the Act, in respect of investments, loans, guarantee or security given
are not applicable to the Company.
(v) According to the information and explanations given to us, the Company has not accepted any
deposits within the meaning of provisions of sections 73 to 76 or any other relevant provisions of
the Act and the rules framed there under. Therefore, the clause (v) of paragraph 3 of the Order is
not applicable to the Company.
(vi) To the best of our knowledge and explanations given to us, the Central Government has not
prescribed the maintenance of cost records under sub section (1) of Section 148 of the Act in
respect of the activities undertaken by the Company.
b. According to the information and explanations given to us, the disputed dues on account of
income tax, goods and service tax, duty of customs, duty of excise, cess on account of any
dispute, which have not been deposited with appropriate authorities are as under: -
(viii) According to the information and explanations given to us, there were no transactions relating to
previously unrecorded income that have been surrendered or disclosed as income during the year
in the tax assessments under the Income Tax Act, 1961.
(ix) Pursuant to the scheme of arrangement between the Company and Reliance Industries Limited
(RIL) and their respective shareholders and creditors, bank loans amounting to Rs.742.77 crores
were transferred to the Company with effect from the appointed date of 31.03.2023.
Since the aforementioned bank loan was transferred to the Company pursuant to the
demerger scheme at closing of business hours on 31.03.2023, the Company is not covered
by clause (ix), which deals with default in loan repayment or in paying interest to the
lender.
The Company has not been declared willful defaulter by any bank or financial institution
or other lender.
Since the aforementioned bank loan was transferred to the Company pursuant to the
demerger scheme at closing of business hours on 31.03.2023, the Company is not covered
by clause (ix) which deals with application and utilization of loan.
The Company has not taken any funds from any entity or person on account of or to meet
the obligations of its subsidiaries, and joint ventures and hence reporting under clause
3(ix)(e) is not applicable.
The Company has not raised loans on the pledge of securities held in its subsidiaries and
joint ventures during the year and hence reporting under clause 3(ix)(f) is not applicable.
(x)
a. According to the information and explanations given to us and based on our examination of
the records of the Company, the Company did not raise any money by way of initial public
offer or further public offer (including debt instruments). Accordingly, Clause (x) (a) of Order
is not applicable.
b. According to the information and explanations give to us and based on our examination of
the records of the Company, the Company has not made any preferential allotment or
private placement of shares or fully or partly convertible debentures during the year.
Accordingly, Clause (x) (b) of Order is not applicable.
(xi)
a. Based on the audit procedures performed for the purpose of reporting true and fair view of
Standalone Financial Statements and as per information and explanation given to us, no
material fraud by the Company or on the Company has been noticed or reported during the
year.
b. Since no fraud has been reported during the year, no report under sub-section (12) of section
143 of the Companies Act has been filed by us as prescribed under rule 13 of Companies
(Audit and Auditors) Rules, 2014 with the Central Government;
c. According to the information and explanations give to us and based on our examination of the
records of the Company, the Company has not received any whistle-blower complaints,
during the year.
(xii) According to the information and explanations given to us, the company is not a Nidhi Company,
Accordingly, Clause (xii) of Order is not applicable.
(xiii) According to the information and explanations given to us and based on our examination of the
records of the Company, transactions with the related parties are in compliance with sections 177
and 188 of the Companies Act, 2013 where applicable and details of such transactions have been
disclosed in the Standalone Financial Statements as required by the applicable Accounting
Standards.
(xiv) According to the information and explanations given to us and after considering the internal
auditor’s report of the Company, the company has an internal audit system commensurate with
the size and nature of its business.
(xv) According to the information and explanations given to us and based on our examination of the
records of the Company, the Company has not entered into non-cash transactions with directors
or persons connected with him. Accordingly, Clause (xv) of the Order is not applicable.
(xvi)
a. According to the information and explanations given to us, the Company is required to be
registered under section 45-IA of the Reserve Bank of India Act, 1934 and necessary
registration has been obtained by the Company.
b. According to the information and explanations given to us and based on our examination of
the records of the Company, the Company has conducted the Non-Banking activities with
valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve
Bank of India Act, 1934. Since the Company is not involved in Housing Finance activities, the
Company has not obtained Certificate for Registration for these activities from RBI.
c. According to the information and explanations given to us and based on our examination of
the records of the Company, the Company is not a Core Investment Company (CIC) as defined
in the Master Directions issued by the Reserve Bank of India and hence the reporting under
clause (xvi)(c) of the Order is not applicable.
d. The Group does not have any Core Investment Company (CIC) as part of the Group as per the
definition of Group contained in the Core Investment Companies (Reserve Bank) Directions,
2016 and hence the reporting under clause (xvi)(d) of the Order is not applicable.
(xvii) According to the information and explanations given to us, the Company has not incurred cash
losses in the financial year and in the immediately preceding financial year.
(xviii) There has been no resignation by the statutory auditors of the Company during the year.
Accordingly, clause 3(xviii) of the Order is not applicable.
(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and
payment of financial liabilities, other information accompanying the Standalone Financial
Statements, our knowledge of the Board of Directors and management plans, we are of the
opinion that no material uncertainty exists as on the date of the audit report and that t h e
C ompany is capable of meeting its liabilities existing at the date of balance sheet as and when
they fall due within a period of one year from the balance sheet date. We, however, state that this
is not an assurance as to the future viability of the Company. We further state that our reporting is
based on the facts up to the date of the audit report and we neither give any guarantee nor any
assurance that all liabilities falling due within a period of one year from the balance sheet date, will
get discharged by the Company as and when they fall due.
Kalpen Chokshi
Partner
M.No.135047
UDIN: 23135047BGQCMG1035
Place: Mumbai
Date: 07.07.2023
“Annexure B” to Independent Auditor’s Report on the Standalone Financial Statements of RELIANCE
STRATEGIC INVESTMENTS LIMITED
(Referred to in Paragraph 2(vi) under the heading of “Report on other legal and regulatory
requirements” of our report of even date)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
We have audited the internal financial controls with reference to Standalone Financial Statements of
RELIANCE STRATEGIC INVESTMENTS LIMITED (“the Company”) as of March 31, 2023 in conjunction with
our audit of the Standalone Financial Statements of the Company for the year ended on that date.
The Company’s Management is responsible for establishing and maintaining internal financial controls
based on the internal control over financial reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants
of India (“ICAI”). 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 the 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 Companies Act, 2013.
Auditor’s Responsibility
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 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, both issued by the ICAI. 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 these
Standalone 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 with reference to these Standalone Financial Statements and their operating
effectiveness. Our audit of internal financial controls with reference to financial statement included
obtaining an understanding of internal financial controls with reference to these Standalone Financial
Statements, 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 judgement, including the assessment of the risks of material misstatement of the Standalone
Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the Company’s internal financial controls with reference to these Standalone
Financial Statements.
Meaning of Internal Financial Controls With Reference to these Standalone Financial Statements
A Company's internal financial controls with reference to Standalone Financial Statements is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of Standalone Financial Statements for external purposes in accordance with generally
accepted accounting principles. A Company's internal financial controls with reference to Standalone
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 Company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of Standalone Financial Statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's
assets that could have a material effect on the Standalone Financial Statements.
Inherent Limitations of Internal Financial Controls With Reference to Standalone Financial Statements
Because of the inherent limitations of internal financial controls with reference to these Standalone
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 Standalone Financial Statements to future
periods are subject to the risk that the internal financial control with reference to Standalone Financial
Statements may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, adequate internal financial controls with
reference to Standalone Financial Statements and such internal financial controls with reference to
Standalone Financial Statements were operating effectively as at March 31, 2023, based on the internal
control over financial reporting criteria established by the Company considering the essential components
of internal control stated in the Guidance Note issued by the ICAI.
Kalpen Chokshi
Partner
M.No.135047
UDIN: 23135047BGQCMG1035
Place: Mumbai
Date: 07.07.2023
Reliance Strategic Investments Limited
Standalone Balance Sheet as at 31st March, 2023
` in Crore
Note As at As at
31st March, 2023 31st March, 2022
ASSETS
Financial assets
Cash and cash equivalents 1 0.17 0.51
Bank balances other than cash and cash equivalents 2 5,000.00 -
Loans 3 - 2,001.00
Investments 4 19,400.57 180.90
Other financial assets 5 329.57 0.01
Total financial assets 24,730.31 2,182.42
Non-financial assets
Current tax assets (net) 6 23.87 40.35
Deferred tax asset (net) 7 - 5.31
Property, plant and equipment 8 38.93 -
Intangible assets 8 9.87 -
Other non-financial assets 9 0.12 0.04
Total non-financial assets 72.79 45.70
Liabilities
Financial liabilities
Payables
Trade payables due to:
Total outstanding dues of micro enterprises and - -
small enterprises
Total outstanding dues of creditors other than - -
micro enterprises and small enterprises
Other payables
Total outstanding dues of micro enterprises and - -
small enterprises
Total outstanding dues of creditors other than - -
micro enterprises and small enterprises
Borrowings 10 742.77 -
Other financial liabilities 11 0.09 0.07
Total financial liabilities 742.86 0.07
Non-financial liabilities
Deferred tax liability (Net) 7 4.08 -
Provisions 12 1.81 -
Other non financial liabilities 13 0.10 0.02
Total non-financial liabilities 5.99 0.02
EQUITY
Equity share capital 14 2.02 2.02
Share capital pending allotment 14 6,353.28 -
Instruments entirely equity in nature 15.A 0.31 0.31
Other equity 15.B 17,698.64 2,225.70
Total equity 24,054.25 2,228.03
As per our report of even date For and on behalf of the Board
For C K S P AND CO LLP K V Kamath
Chartered Accountants Chairmain (DIN : 00043501)
Firm Registration No : 131228W / W100044
K. Sethuraman Jagannatha Kumar
Kalpen Chokshi Director (DIN : 00007787) Director (DIN :07549304)
Partner
Membership No.135047 Jayashri Rajesh B Chandrasekaran
Director (DIN : 07559698) Director (DIN : 06670563)
Mumbai
Date : 7th July, 2023 V Mohana Abhishek Haridas Pathak
Company Secretary Chief Financial Officer
Reliance Strategic Investments Limited
Standalone Statement of Profit and Loss for the year ended 31st March, 2023
` in Crore
Note 2022-23 2021-22
INCOME
Revenue from operations 16
Interest income 38.34 148.09
Dividend income 0.27 -
Net gain on fair value changes 16.1 3.02 0.52
Total revenue from operations 41.64 148.61
EXPENSES
Other expenditure 18 5.56 7.14
Tax expense
Current tax 19 10.00 10.20
Adjustment of tax relating to earlier period (1.30) -
Deferred tax (credit) / charge 7 9.39 (1.37)
18.09 8.83
As per our report of even date For and on behalf of the Board
` in Crore
As at As at
A. Equity share capital 31st March, 2023 31st March, 2022
` in Crore
B. Instruments entirely equity in nature (CCPS) As at As at
31st March, 2023 31st March, 2022
(Refer B.1 & B.2)
Balance at the beginning of the reporting period 0.31 0.31
Changes during the year - -
Balance at the end of the reporting period 0.31 0.31
All the Preference Shares shall carry a preferential right over the Equity shares of the Company as regards to payment of
dividend and repayment of capital, in the event of winding-up of the Company. The dividend proposed, if any, by the Board
of Directors is subject to the approval of the shareholders in the Annual General Meeting.
B.1) 9% Non-Cumulative Compulsorily Convertible Preference Shares (CCPS) of ` 1 each amounting to ` 0.04 crore
(402800 shares held by Reliance Industries Limited - Holding company). Each CCPS shall be Compulsorily convertible into
one equity share of ` 10 each at a premium of ` 2790 per share at any time after 5 years from the date of issue i.e.
31.03.2010 upto 20 years from the date of issue. Outstanding CCPS, if any on the expiry of 20 years from the date of issue
will automatically and compulsorily be converted into one equity share for every one CCPS.
Reconciliation of Shares outstanding at the beginning and at the end of the year
Particulars As at 31st March, 2023 As at 31st March, 2022
No. of shares ` in Crore No. of shares ` in Crore
Shares at the beginning of the period 4,02,800 0.04 4,02,800 0.04
Add : Shares issued during the year - - - -
Shares at the end of the period 4,02,800 0.04 4,02,800 0.04
B.2) 9% Non-Cumulative Compulsorily Convertible Preference Shares (CCPS) of ` 1 each amounting to ` 0.27 crore
(2745355 shares held by Reliance Industries Limited - Holding company (previous year held by Reliance Services and
Holdings Limited)). Each CCPS shall be Compulsorily convertible into one equity share of ` 10 each at a premium of ` 2790
per share at any time after 5 years from the date of respective issues i.e. 06.01.2010 (16,45,355 CCPS) & 13.01.2010
(11,00,000 CCPS) upto 20 years from the date of respective issues. Outstanding CCPS, if any on the expiry of 20 years
from the date of respective issues will automatically and compulsorily be converted into one equity share for every one
CCPS.
Reconciliation of Shares outstanding at the beginning and at the end of the year
Particulars As at 31st March, 2023 As at 31st March, 2022
No. of shares ` in crore No. of shares ` in crore
Shares at the beginning of the period 27,45,355 0.27 27,45,355 0.27
Add : Shares issued during the year - - - -
Shares at the end of the period 27,45,355 0.27 27,45,355 0.27
Reliance Strategic Investments Limited
Standalone Statement of changes in Equity for the year ended 31st March, 2023
C. Other equity
` in Crore
Reserves and surplus Other Total
Capital Securities Capital Statutory Retained compre-
redemption premium reserve reserve fund earnings hensive
reserve income
Balance at the end of the reporting 1.23 881.17 - 316.00 1,027.30 - 2,225.70
period i.e. 31st March, 2022
As per our report of even date For and on behalf of the Board
Closing balance of cash and cash equivalents (refer note no.1) 0.17 0.51
* Includes amount spent in cash towards corporate social responsibility of ₹ 3.42 crore (previous Year ` 0.10 crore)
As per our report of even date For and on behalf of the Board
A CORPORATE INFORMATION
Reliance Strategic Investments Limited ['the company'] is a limited company
incorporated in India having CIN U65990MH1999PLC120918.
The registered office of the company is located at 9th Floor, Maker Chambers IV, 222
Nariman Point, Mumbai 400021, India.
The standalone financial statements are presented in Indian Rupees (`), which is also
its functional currency of the Company, in denomination of crore with rounding off to
two decimals as permitted by Schedule III to the Act, except when otherwise indicated.
The standalone financial statements have been prepared on a historical cost basis,
except for certain financial assets and liabilities, which have been measured at fair
value.
Other Indirect Expenses incurred relating to project, net of income earned during the
project development stage prior to its intended use, are considered as pre-operative
expenses and disclosed under Capital Work-in-Progress.
Reliance Strategic Investments Limited
Notes to the Standalone Financial Statements
For the year ended 31st March, 2023
Depreciation on Property, Plant and Equipment is provided using written down value
method on depreciable amount. Depreciation is provided based on useful life of the
assets as prescribed in Schedule II to the Companies Act, 2013.
b) Intangible Assets
Intangible Assets are stated at cost of acquisition net of recoverable taxes, trade
discount and rebates less accumulated amortisation/depletion and impairment losses,
if any. Such cost includes purchase price, borrowing costs, and any cost directly
attributable to bringing the asset to its working condition for the intended use, net
charges on foreign exchange contracts and adjustments arising from exchange rate
variations attributable to the Intangible Assets.
Other Indirect Expenses incurred relating to project, net of income earned during the
project development stage prior to its intended use, are considered as pre-operative
expenses and disclosed under Intangible Assets Under Development.
Gains or losses arising from derecognition of an Intangible Asset are measured as the
difference between the net disposal proceeds and the carrying amount of the asset
and are recognised in the Statement of Profit and Loss when the asset is
derecognised. The Company’s intangible assets comprises assets with finite useful
life which are amortised on a straight-line basis over the period of their expected useful
life.
The amortisation period and the amortisation method for Intangible Assets with a finite
useful life are reviewed at each reporting date.
d) Finance Costs
Finance costs include interest expense computed by applying the effective interest
rate on respective financial instruments measured at amortized cost. Financial
instruments include bank term loans, non-convertible debentures, commercial papers,
subordinated debts and exchange differences arising from foreign currency
borrowings to the extent they are regarded as an adjustment to the interest cost.
Finance costs are charged to the Statement of Profit and Loss in the period in which
they are incurred.
Reliance Strategic Investments Limited
Notes to the Standalone Financial Statements
For the year ended 31st March, 2023
An impairment loss is recognised in the Statement of Profit and Loss to the extent,
asset’s carrying amount exceeds its recoverable amount. The recoverable amount is
higher of an asset’s fair value less cost of disposal and value in use. Value in use is
based on the estimated future cash flows, discounted to their present value using pre-
tax discount rate that reflects current market assessments of the time value of money
and risk specific to the assets.
f) Provisions
Provisions are recognised when the Company has a present obligation as a result of
a past event, it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and a reliable estimate can be made of the
amount of the obligation.
Post-Employment Benefits
Defined Contribution Plans
The Company recognises contribution payable to the provident fund scheme as an
expense, when an employee renders the related service. If the contribution payable to
the scheme for service received before the balance sheet date exceeds the
contribution already paid, the deficit payable to the scheme is recognised as a liability.
If the contribution already paid exceeds the contribution due for services received
before the balance sheet date, then excess is recognised as an asset to the extent
that the pre-payment will lead to a reduction in future payment or a cash refund.
Credit Method and spread over the period during which the benefit is expected to be
derived from employees’ services.
Remeasurement gains and losses arising from adjustments and changes in actuarial
assumptions are recognised in the period in which they occur in Other Comprehensive
Income.
h) Tax Expenses
The tax expenses for the period comprises current and deferred tax, same is
recognised in Statement of Profit and Loss.
Current Tax
Current tax assets and liabilities are measured at the amount expected to be recovered
from or paid to the Income Tax authorities, based on tax rates and laws that are
enacted or substantively enacted at the Balance sheet date.
Deferred Tax
Deferred tax is recognised on temporary differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax bases used
in the computation of taxable profit.
Deferred tax assets are recognised to the extent it is probable that taxable profit will
be available against which the deductible temporary differences, and the carry forward
of unused tax losses can be utilised.
Deferred tax liabilities and assets are measured at the tax rates that are expected to
apply in the period in which the liability is settled or the asset realised, based on tax
rates (and tax laws) that have been enacted or substantively enacted by the end of the
reporting period. The carrying amount of Deferred tax liabilities and assets are
reviewed at the end of each reporting period.
Non-monetary items that are measured in terms of historical cost in a foreign currency
are recorded using the exchange rates at the date of the transaction. Non-monetary
items measured at fair value in a foreign currency are translated using the exchange
rates at the date when the fair value was measured. The gain or loss arising on
translation of non-monetary items measured at fair value is treated in line with the
recognition of the gain or loss on the change in fair value of the item (i.e. translation
differences on items whose fair value gain or loss is recognised in Other
Reliance Strategic Investments Limited
Notes to the Standalone Financial Statements
For the year ended 31st March, 2023
Comprehensive Income or Statement of Profit and Loss are also recognised in Other
Comprehensive Income or Statement of Profit and Loss, respectively).
j) Revenue recognition
Income from Current and Long-Term Investments
Income from dividend on shares of corporate bodies and units of mutual funds is
accounted when the Company's right to receive dividend is established, which is
generally when shareholders approve the dividend. Interest income on bonds,
debentures and fixed deposits is recognized on a time proportion basis taking into
account the amount outstanding and the rate applicable.
k) Financial instruments
Financial assets and liabilities are recognised in the Company’s balance sheet when
the Company becomes party to the contractual provisions of the instruments.
i) Financial Assets
A) Initial recognition and measurement
All financial assets are initially recognized at fair value. Transaction costs that
are directly attributable to the acquisition of financial assets, which are not at
fair value through profit or loss, are added to the fair value on initial recognition.
Purchase and sale of financial assets are recognised using trade date
accounting.
B) Subsequent measurement
a) Financial assets carried at Amortised Cost (AC)
A financial asset is subsequently measured at amortised cost if it is held within
a business model whose objective is to hold the asset in order to collect
contractual cash flows and the contractual terms of the financial asset give rise
on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
Loss allowances for financial assets measured at amortised cost are deducted
from the gross carrying amount of the assets. For debt securities at FVOCI, the
loss allowance is recognised in OCI and carrying amount of the financial asset
is not reduced in the balance sheet.
B. Subsequent measurement:
Financial liabilities are subsequently carried at amortised cost using the
effective interest method. For trade and other payables maturing within one
year from the balance sheet date, the carrying amounts approximate fair value
due to the short maturity of these instruments.
Any gains or losses arising from changes in the fair value of derivatives are taken
directly to Statement of profit or loss.
b) Provisions:
Provisions and liabilities are recognized in the period when it becomes probable that
there will be a future outflow of funds resulting from past operations or events and the
amount of cash outflow can be reliably estimated. The timing of recognition and
quantification of the liability require the application of judgment to existing facts and
circumstances, which can be subject to change. The reliable measure of the estimates
and judgements pertaining to litigations and the regulatory proceedings in the ordinary
course of the Company’s business are disclosed as contingent liabilities. Estimates
and judgements are continually evaluated and 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.
used for calculating ECLs may not always capture all factors at the date of the financial
statements. Adjustments including reversal of ECL is recognized through statement of
profit and loss.
` in Crore
As at As at
1 Cash and cash equivalents 31st March, 2023 31st March, 2022
Cash on hand - -
0.17 0.51
` in Crore
As at As at
2 Bank balances other than cash and cash equivalents 31st March, 2023 31st March, 2022
5,000.00 -
` in Crore
As at As at
3 Loans 31st March, 2023 31st March, 2022
(Unsecured and considered good)
At amortised cost
Loan to related parties (Refer note 23) - 2,011.06
* Includes provision created pursuant to Section 45JA of the Reserve Bank of India Act, 1934 and
Para 14 of Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit
taking Company and Deposit taking Company (Reserve Bank) Directions, 2016
Loans in India :
Other than to public sector - 2,011.06
Less : ECL & Contingent provision on standard asset - 10.06
- 2,001.00
` in Crore
Particulars As at 31st March, 2023
Stage 1 Stage 2 Stage 3 Total
Gross Impairment Gross Impairment Gross Impairment Gross Impairment
carrying loss carrying loss carrying loss carrying loss
amount allowance amount allowance amount allowance amount allowance
Transfer to stage 1 - - - - - - - -
Transfer to stage 2 - - - - - - - -
Transfer to stage 3 - - - - - - - -
Closing balance 2,011.06 10.06 - - - - 2,011.06 10.06
Reliance Strategic Investments Limited
Notes to the standalone financial statements for the year ended 31st March, 2023
` in Crore
4 Investments As at 31st March, 2023 As at 31st March, 2022
(Refer note no. 22) Cost At fair value Total Cost At fair value Total
through through
profit or profit or
loss loss
Equity shares
Subsidiary # 479.01 - 479.01 - - -
Fellow subsidiary - - - 10.69 - 10.69
Joint Venture # 264.52 - 264.52 - - -
Others ## - 3.99 3.99 - - -
Preference shares
Subsidiary # 12,227.94 - 12,227.94 - - -
Debentures
Fellow Subsidiary - - - 140.00 - 140.00
Venture funds / AIF - - - - 4.71 4.71
Security receipt - - - - 25.50 25.50
Commercial paper - 1,134.92 1,134.92 - - -
Certificate of deposit # - 697.11 697.11 - - -
Bonds # - 2,087.85 2,087.85 - - -
Treasury bills # - 2,293.62 2,293.62 - - -
Mutual fund - 211.61 211.61 - - -
Less :
Allowance for impairment - - - - - -
Loss (C )
` in Crore
As at As at
5 Other financial assets 31st March, 2023 31st March, 2022
Receivables # 19.91 -
Interest accrued on investments # 59.95 -
Interest receivable # 249.70 -
Other advances 0.01 0.01
329.57 0.01
Note : Impairment allowance recognised on other financial assets is ` NIL (previous year ` NIL)
# Pursuant to Scheme of arrangement (refer note no. 28)
` in Crore
As at As at
6 Current tax assets (net) 31st March, 2023 31st March, 2022
23.87 40.35
` in Crore
As at As at
31st March, 2023 31st March, 2022
Advance income tax (net of provision)
At start of year 40.35 34.82
Charge for the year (8.70) (10.20)
Tax paid during the year (7.78) 15.73
At end of year 23.87 40.35
` in Crore
As at As at
7 Deferred tax assets / (liabilities) (net) 31st March, 2023 31st March, 2022
The movement on the deferred tax account is as follows:
At the start of the year 5.31 3.94
Charge / credit to statement of profit and loss (9.39) 1.37
` in Crore
Component of deferred tax assets / (liabilities) As at Charge / As at
31st March, credit to 31st March,
2022 statement of 2023
profit and
loss
Deferred tax asset / (liabilities) in relation to:
Financial assets 5.31 (9.39) (4.08)
Total 5.31 (9.39) (4.08)
Note: Deferred tax of Rs. 3.76 crore (expiring in FY 2030-31) on unused tax losses has not been recognised.
Reliance Strategic Investments Limited
Notes to the standalone financial statements for the year ended 31st March, 2023
B) Intangible Assets
` in Crore
As at As at
9 Other Non-Financial Assets 31st March, 2023 31st March, 2022
0.12 0.04
` in Crore
As at As at
10 Borrowings 31st March, 2023 31st March, 2022
742.77 -
# Working capital loans from banks are secured by fixed deposits of Reliance Industries
Limited (Pursuant to Scheme of arrangement (refer note no.28))
Reliance Strategic Investments Limited
Notes to the standalone financial statements for the year ended 31st March, 2023
` in Crore
As at As at
11 Other Financial Liabilities 31st March, 2023 31st March, 2022
0.09 0.07
* Includes provision for revenue expenditure
` in Crore
As at As at
12 Provisions 31st March, 2023 31st March, 2022
Provision for employees
Leave encashment # 0.19 -
Provident fund # 0.09 -
Other long term service benefits # 1.53 -
1.81 -
# Pursuant to Scheme of Arrangement (refer note no.28)
` in Crore
As at As at
13 Other Non Financial Liabilities 31st March, 2023 31st March, 2022
0.10 0.02
** Mainly includes statutory dues
Reliance Strategic Investments Limited
Notes to the standalone financial statements for the year ended 31st March, 2023
` in Crore
As at As at
14 Equity share capital 31st March, 2023 31st March, 2022
Amount Amount
Authorised share capital
1400,00,00,000 Equity shares of ` 10 each 14,000.00 2.10
(21,00,000)
100,00,00,000 Preference shares of ` 10 each 1,000.00 225.00
(2,25,00,000)
5,00,00,000 Preference shares of ` 1 each 5.00 5.00
(5,00,00,000)
15,005.00 232.10
b) Shareholding of Promoter
As at 31st March, 2023
Promoter name No of shares % of total % change
shares during the year
Reliance Industries Limited (Holding Company) 20,20,200 100.00 NIL
c) Reconciliation of Shares outstanding at the beginning and at the end of the year
Particulars As at 31st March, 2023 As at 31st March, 2022
No. of shares No. of shares
Equity Shares
Shares at the beginning of the year 20,20,200 20,20,200
Add : Shares issued during the year - -
Shares at the end of the year 20,20,200 20,20,200
` in Crore
As at As at
15.A Instrument classified as equity 31st March, 2023 31st March, 2022
0.31 0.31
* Refer Statement of Change of Equity item (b)
` in Crore
As at As at
15.B Other equity 31st March, 2023 31st March, 2022
Retained earnings
As per Last Balance sheet 1,027.30 892.96
Add: Profit for the year 31.25 168.04
1,058.55 1,061.00
Less: Appropriations
Dividend on preference and equity shares 888.92 -
Transferred to Statutory reserve fund ** 6.30 33.70
163.33 1,027.30
` in Crore
16 Revenue from operations 2022-23 2021-22
Interest income
On financial assets measured at amortised cost
Interest on loans 36.05 148.09
Interest on fixed deposits 2.29 -
38.34 148.09
41.63 148.61
` in lakhs
17 Other income 2022-23 2021-22
3.21 35.65
Reliance Strategic Investments Limited
Notes to the standalone financial statements for the year ended 31st March, 2023
` in Crore
18 Other expenses 2022-23 2021-22
Auditors remuneration
Statutory audit fees 0.09 0.07
Certification fees 0.04 -
0.13 0.07
Professional fees 1.35 0.67
Securities transaction tax 0.13 -
Directors sitting fees 0.20 0.09
Charity and donations 3.41 0.10
Other administrative expenses 0.34 6.21
5.56 7.14
` in Crore
Year ended Year ended
19 Taxation 31st March, 2023 31st March, 2022
a) Tax expenses recognised in statement of profit and loss
Current tax
In respect of the current year 10.00 10.20
In respect of prior year (1.30) -
Tax expenses for the year can be reconciled to the accounting profit as follows:
` in Crore
Year ended Year ended
31st March, 2023 31st March, 2022
Profit before tax 49.34 176.87
Applicable tax rate 25.17% 25.17%
Computed tax expense 12.42 44.52
Tax Effect of :
Expenses disallowed 0.86 0.09
Carried forward losses utilised - (36.46)
Others (3.28) 2.05
Adjustment recognised in the current year in relation to tax for prior years (1.30) -
Current tax provision (A) 8.70 10.20
Tax expenses recognised in statement of profit and loss (A+B) 18.09 8.83
` in Crore
As at As at
22 Investments 31st March, 2023 31st March, 2022
Units Amount Units Amount
` in Crore
As at As at
22 Investments (Contd..) 31st March, 2023 31st March, 2022
Amount Amount
I Investments
Aggregate amount of Quoted Investments 6,217.49 10.69
Market Value of Quoted Investments 6,217.49 5.49
Aggregate amount of Unquoted Investments 13,183.08 170.21
Aggregate provision for impairment in value of Investment - -
Category-wise Investment As at As at
31st March, 2023 31st March, 2022
2 Purchase of investments - - - - -
- - 140.00 - 140.00
4 Income
4.1 Interest income - - 36.05 - 36.05
- - 148.09 - 148.09
3 Loans given - - - - - -
- - 2,011.06 - - 2,011.06
Disclosure in Respect of Material Related Party Transactions during the year: ` in Crore
Particulars Relationship 2022-23 2021-22
2 Purchase of investments
Reliance Payment Solutions Limited Fellow subsidiary - 140.00
* Includes remuneration paid to Key managerial personnel on secondment basis ` 0.10 crore (previous year ` 0.10 crore)
Reliance Strategic Investments Limited
Notes to the standalone financial statements for the year ended 31st March, 2023
24 Segment reporting
The Company is engaged in business of finance, future and option, Trading / investments in shares
and securities in India only and there are no separate business / geographical segments as per Ind
AS 108 “Operating Segment”. The Board (the ‘Chief Operating Decision Maker’ as defined in Ind AS
108 ‘Operating Segments’), monitors the operating results of the entity’s business for the purpose of
making decisions about resource allocation and performance assessment.
` in Crore
As at As at
25 Contingent liabilities and commitments 31st March, 2023 31st March, 2022
i) Contingent liabilities
Income tax liability * 3.12 18.20
Others 0.07 -
* The Company has been advised that the demand is likely to be either deleted or substantially
reduced and accordingly no provision is considered necessary.
Reliance Strategic Investments Limited
Notes to the standalone financial statements for the year ended 31st March, 2023
26 Capital
a) Capital management
The Company manages its capital to ensure that it will continue as going concern while maximising the return to stakeholders.
The company manages its capital structure and make adjustment in light of changes in business condition. The overall strategy
remains unchanged as compared to last year.
` in Crore
The Net Gearing Ratio at end of the reporting period As at As at
was as follows : 31st March, 2023 31st March, 2022
` in Crore
As at As at
b) Regulatory capital 31st March, 2023 31st March, 2022
27 Financial instruments
The financial instruments are categorized into two levels based on the inputs used to arrive at fair value measurements as
described below
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or
indirectly; and
Level 3: Inputs based on unobservable market data.
Reliance Strategic Investments Limited
Notes to the standalone financial statements for the year ended 31st March, 2023
Valuation Methodology
All financial instruments are initially recognized and subsequently re-measured at fair value as described below:
The fair value of investment in quoted Equity shares, Bonds, Government securities, Treasury bills, Certificate
of deposit, commercial paper and Mutual / Venture Funds is measured at quoted price or NAV.
Credit risk
Credit risk is the risk of financial loss arising out of a customer or counterparty failing to meet their repayment
obligations to the Company. The Company assesses the credit quality of all financial instruments that are
subject to credit risk. The company categorizes financial assets into stages based on the days past due (DPD)
status as under:
Stage 1: Low credit risk i.e. 0 to 30 dpd
Stage 2: Significant increase in credit risk i.e. 31 to 90 dpd
Stage 3: Impaired assets i.e. more than 90 dpd
Financial assets where no significant increase in credit risk has been observed are considered to be in ‘stage 1’
and for which a 12 month ECL is recognised. Financial assets that are considered to have significant increase
in credit risk are considered to be in ‘stage 2’ and those which are in default or for which there is an objective
evidence of impairment are considered to be in ‘stage 3’. Lifetime ECL is recognised for stage 2 and stage 3
financial assets.
The Company calculates ECL using three main components: a probability of default (PD), a loss given default
(LGD) and the exposure at default (EAD).
Liquidity risk
Liquidity risk is the risk that, suitable sources of funding for the company’s business activities may not be
available. Management monitors rolling forecasts of the company’s liquidity position and cash and cash
equivalents on the basis of expected cash flows. Company manages liquidity risk by maintaining adequate
reserves and matching maturity profiles of financial assets and financial liabilities.
Market risk
Companies main activity is to do investment in financial instruments viz. equity shares, debentures, bonds,
government securities, treasury bills, certificate of deposit, commercial paper, mutual fund, derivatives etc. This
market is influenced by domestic / international political, financial and other events occurring on day to day
basis. Hence the market is constantly volatile and uncertain. Company has strong treasury philosophies and
practices and is well geared to meet the challenges of volatile market conditions.
Operational Risk
Operational risk is the risk arising from inadequate or failed internal processes, people or systems, or from
external events. The Company manages operational risks through comprehensive internal control systems and
procedures laid down around various key activities in the Company viz. loan acquisition, customer service, IT
operations, finance function etc. Internal Audit also conducts a detailed review of all the functions at least once
a year, this helps to identify process gaps on timely basis. Further IT and operations have a dedicated
compliance and control units within the function who on continuous basis review internal processes. This
enables the Management to evaluate key areas of operation risks an the process to adequately mitigate them
on an ongoing basis.
Reliance Strategic Investments Limited
Notes to the standalone financial statements for the year ended 31st March, 2023
In discharge of the consideration, the Company will be allotting 635,32,84,188 equity shares to the shareholders
of RIL in terms of the scheme. The Share Capital of the company as on March 31, 2023 is as follows:
Particulars Amount in Crores
Authorised Share Capital
1400,00,00,000 Equity Shares of Rs.10 each 14,000.00
100,00,00,000 Preference Shares of Rs.10 each 1,000.00
500,00,000 Preference Shares of Re.1 each 5.00
Total 15,005.00
As per the requirements of Appendix C to Ind AS 103 - Business Combinations, in respect of the Scheme, effect
of demerger needs to be given in the accounts as if it had occurred from the beginning of the preceding period in
the standalone financial statements of the Company. Notwithstanding this, in accordance with the MCA circular
dated 21st August, 2019, the Company has considered the appointed date i.e. close of business hours on 31st
March, 2023 as the date of Demerger of the Company for the purpose of accounting. Further, in terms of the
Scheme, with effect from the appointed date till the effective date, the Financial Services Business was carried
on by RIL for and on account of, and in trust for the Company.
Reliance Strategic Investments Limited
Notes to the standalone financial statements for the year ended 31st March, 2023
As per the Scheme of Arrangement, details of the assets and liabilities that are transferred from RIL's Financial
Services Business to the Company as of March 31, 2023 are as follows:
Sr Particulars Amount (Rs/Crore)
(A) Assets
Financial assets 23,379.63
Non-Financial assets 48.90
Total Assets (A) 23,428.53
(B) Liabilities
Financial liabilities 742.77
Non-Financial liabilities 1.86
Total Liabilities (B) 744.63
(C ) Total Net Assets (A-B) 22,683.90
31 The figures for the corresponding previous year have been regrouped / reclassified wherever necessary, to
make them comparable.
` in Crore
As at As at
Assets side 31st March, 2023 31st March, 2022
Amount outstanding Amount outstanding
II Break-up of Loans and Advances including bills receivables
a) Secured - -
b) Unsecured 5,080.00 2,011.07
III Break up of Leased Assets and Stock on hire and other assets counting towards AFC activities - -
IV Break-up of Investments
Current Investments (Including Stock-in-trade)
1 Quoted - -
2 Unquoted - -
V Borrower group-wise classification of assets financed as in (II) and (III) above : Secured (net Unsecured Secured (net Unsecured
of provision) (net of of provision) (net of
provision) provision)
Category
1 Related parties
i) Subsidiaries - - - -
ii) Companies in same group - - - -
iii) Other related parties - - - 2,011.06
2 Other than related parties - 5,080.00 - 0.01
Total - 5,080.00 - 2,011.07
VI Investor group-wise classification of all investments (current and long term) Market Book value Market value/ Book value
in shares and securities (both quoted and unquoted) value/ Break (net of Break up or (net of
up or fair provision) fair value or provision)
value or NAV NAV
Category
1 Related Parties
i) Subsidiaries 12,707 12,707 - -
ii) Companies in same group 264.52 264.52 145.49 150.69
iii) Other related parties - - - -
2 Other than related parties 6,429.10 6,429.10 30.87 30.21
Total 19,400.58 19,400.58 176.36 180.90
Reliance Strategic Investments Limited
Notes to the standalone financial statements for the year ended 31st March, 2023
As at As at
33.2 31st March, 2023 31st March, 2022
1 Capital to Risk Assets Ratio (CRAR) (%) (%)
i) CRAR 195.04% 111.86
ii) CRAR - Tier I Capital 195.04% 108.02
iii) CRAR - Tier II Capital 0.00% 3.84
` in Crore
As at As at
31st March, 2023 31st March, 2022
2 Exposure to Real Estate Sector
Category
a) Direct exposure
i) Residential Mortgages - -
Lending fully secured by mortgages on residential property that is or will be
occupied by the borrower or that is rented; (Individual housing loans up to `.15
lakh may be shown separately)
ii) Commercial Real Estate - -
Lending secured by mortgages on commercial real estates (office buildings, retail
space, multipurpose commercial premises, multi-family residential building, multi-
tenanted commercial premises, industrial or warehouse space, hotels, land
acquisition, development and construction, etc.). Exposure would also include
non-fund based (NFB) limits;
iii) Investments in Mortgage Backed Securities (MBS) and other securitised
exposures
- Residential - -
- Commercial Real Estate - -
b) Indirect Exposure *
Fund based and non-fund based exposures on National Housing Bank (NHB) and 2,301.76 3.01
Housing Finance Companies (HFCs)
* Includes investment in property venture funds
3 Asset Liability Management - maturity pattern of certain items of assets and liabilities 31st March, 2023 ` in Crore
1 day to 8 days 15 days Over 1 Over 2 Over 3 Over 6 Over 1 Over 3 Over 5 Total
7 days to to month to months to months to months to year to years to years
14 days 30 days 2 months 3 months 6 months 1 year 3 years 5 years
Liabilities
Borrowings from - - - - - - - - - - -
Banks
Market Borrowings - - - - - - - - - - -
Assets
Advances * 29.37 - - - - 50.62 5,000.00 - - - 5,079.99
Investments 791.47 - - - 14.75 1,527.91 4,090.97 - - 12,975.47 19,400.57
* Includes Fixed deposit
33.3 The frauds detected and reported for the period amounted to ₹ Nil (Previous year ₹ Nil).
Reliance Strategic Investments Limited
Notes to the standalone financial statements for the year ended 31st March, 2023
` in Crore
As at As at
31st March, 2023 31st March, 2022
b) Investments
i) Value of Investments
(a) Gross Value of Investments
i) In India 19,400.57 180.90
ii) Outside India - -
(b) Provision for Depreciation
i) In India - -
ii) Outside India - -
( c) Net Value of Investments
i) In India 19,400.57 180.90
ii) Outside India - -
ii) Movement of provisions held towards depreciation on investments - -
` in Crore
As at As at
31st March, 2023 31st March, 2022
c) Derivatives
i) Forward Rate Agreement / Interest Rate Swap - -
ii) Exchange Traded Interest Rate (IR) Derivatives - -
iii) Disclosures on Risk Exposure in Derivatives
i) Qualitative Disclosure - -
ii) Quantitative Disclosures - -
` in Crore
As at As at
31st March, 2023 31st March, 2022
d) Securitisation
i) Financial Assets sold to Securitisation /
Reconstruction Company for Asset Reconstruction - -
ii) Assignment transactions - -
iii) Non-Performing Financial Assets Purchased - -
iv) Non-Performing Financial Assets Sold - -
e) Asset Liability Management Maturity pattern of certain items of Assets and Liabilities - Refer note : 28(2)(3)
` in Crore
As at As at
31st March, 2023 31st March, 2022
f) Exposures
i) Exposure to Real Estate Sector - Refer note : 33 (2)(2)
ii) Exposure to Capital Market
i) Investment in quoted equity shares 3.99 11
ii) Exposure to Venture Capital Funds/AIF - 5
iii)Exposure to Bonds 2,087.85 -
iv)Exposure to Mutual fund 211.61 -
2,303.45 15.40
Reliance Strategic Investments Limited
Notes to the standalone financial statements for the year ended 31st March, 2023
Loss
Subtotal for NPA Stage 3 - - - - -
Sub total - - - - -
Stage 1 - - - - -
Stage 2 - - - - -
Total
Stage 3 - - - - -
Total - - - - -
Loss
Subtotal for NPA Stage 3 - - - - -
Sub total - - - - -
` in Crore
2) Exposure to capital market Current year Previous year
i) Direct investment in equity shares, convertible bonds, convertible debentures and 3.99 10.69
units of equity oriented mutual funds the corpus of which is not exclusively invested
in corporate debt
ii) Advances against shares / bonds / debentures or other securities or on clean basis to - -
individuals for investment in shares (including IPOs / ESOPs), convertible bonds,
convertible debentures, and units of equity oriented mutual funds
iii) Advances for any other purposes where shares or convertible bonds or convertible - -
debentures or units of equity oriented mutual funds are taken as primary security
iv) Advances for any other purposes to the extent secured by the collateral security - -
of shares or convertible bonds or convertible debentures or units of equity oriented
mutual funds i.e. where the primary security other than shares / convertible bonds /
convertible debentures / units of equity oriented mutual funds does not fully cover
the advances
v) Secured and unsecured advances to stockbrokers and guarantees issued on behalf of - -
stockbrokers and market makers
vi) Loans sanctioned to corporates against the security of shares / bonds / - -
debentures or other securities or on clean basis for meeting promoter’s contribution to
the equity of new companies in anticipation of raising resources
B Disclosure of Complaints
1) Summary information on complaints received by the NBFCs from customers and from the Offices of Ombudsman
` in Crore
Sr. No Particulars Current year Previous year
Complaints received by the NBFC from its customers
1 Number of complaints pending at beginning of the year - -
2 Number of complaints received during the year - -
3 Number of complaints disposed during the year - -
3.1 Of which, number of complaints rejected by the NBFC - -
4 Number of complaints pending at the end of the year - -
Maintainable complaints received by the NBFC from Office of Ombudsman
5 Number of maintainable complaints received by the NBFC from Office of Ombudsman
5.1 Of 5, number of complaints resolved in favour of the NBFC by Office of Ombudsman - -
5.2 Of 5, number of complaints resolved through - -
conciliation/mediation/advisories issued by Office of Ombudsman
5.2 Of 5, number of complaints resolved after passing of Awards by Office of - -
Ombudsman against the NBFC
6 Number of Awards unimplemented within the stipulated time (other than those appealed) - -
Current year
NIL
Previous year
NIL
Reliance Strategic Investments Limited
Notes to the standalone financial statements for the year ended 31st March, 2023
Items Current Previous Current Previous Current Previous Current Previous Current Previous Current Previous
Borrowings year
- year
- year
- year
- year
- year
- year
- year
- year
- Year- year
- year
-
Deposits - - - - - - - - - - - -
Placement of deposits - - - - - - - - - - - -
Loans
Loans given/(returned) net (2,011.06) 50.16 (2,011.06) 50.16
Outstanding balance - - - - - - - - - 2,011.06 - 2,011.06
Maximum during the year - - - - - - - - 2,011.06 2,017.55 2,011.06 2,017.55
Investments
Outstanding balance 12,706.96 - 264.52 - - - - 10.69 12,971.48 10.69
Maximum during the year 12,706.96 264.52 - - - 10.69 12,971.48 10.69
Purchase of Investments - - - - - - - - - 140.00 - 140.00
Sale of Investments - - - - - - - - 170.26 - 170.26 -
Interest paid - - - - - - - - - - - -
Interest received - - - - - - - - 36.05 148.09 36.05 148.09
Others
Interim Dividend 888.89 - - - - - - - - - 888.89 -
Other income - - - - - - - - - 35.65 - 35.65
Others 0.31 0.31 - - - - 0.10 0.10 0.30 0.30 0.71 0.71
As per our report of even date For and on behalf of the Board
To the Members of
RELIANCE STRATEGIC INVESTMENTS LIMITED
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 on separate Financial Statements and
on the other financial information of the subsidiaries, associates and joint venture, the aforesaid
Consolidated Financial Statements give the information required by the Companies Act, 2013
(“the Act”) in the manner so required and give a true and fair view in conformity with Indian
Accounting Standards (“Ind AS”) prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”), and other
accounting principles generally accepted in India, of the consolidated state of affairs of the Group,
its associates and joint venture as at 31.03.2023, their consolidated profit (including other
comprehensive income), their consolidated changes in equity and their consolidated cash flows
for the year ended on that date.
Other Information
The Holding Company’s Board of Directors is responsible for the other information. The other
information comprises the information included in the Company’s Director’s Report including
Annexures to Director’s Report, Business Responsibility Report, Corporate Governance and
Shareholder’s Information but does not include the Consolidated Financial Statements and our
auditor’s report thereon. The other information is expected to be made available to us after the
date of this auditor's report.
Our opinion on the Consolidated Financial Statements does not cover the other information and
we do not express any form of assurance conclusion thereon.
In connection with our audit of the Consolidated Financial Statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially
inconsistent with the Consolidated Financial Statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
If, based on the work we have performed on the other information obtained prior to the date of
this auditor’s report and the reports of other auditors, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
Responsibilities of Management and Those Charged with Governance for the
Consolidated Financial Statements
The Holding Company’s Management and Board of Directors are responsible for the matters
stated in section 134(5) of the Act with respect to the preparation and presentation of these
Consolidated Financial Statements in terms of the requirements of the Act that give a true and fair
view of the consolidated financial position, consolidated financial performance (including other
comprehensive income), consolidated changes in equity and consolidated cash flows of the
Group, including its associates and joint venture, in accordance with the Ind AS and other
accounting principles generally accepted in India, the respective Board of Directors / Trustees of
the companies / Trust included in the Group and of its associates and joint venture are
responsible for maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Group and of its associates and joint venture and for
preventing and detecting frauds and other irregularities; the selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the Consolidated Financial Statements that give a
true and fair view and are free from material misstatement, whether due to fraud or error, which
have been used for the purpose of preparation of the Consolidated Financial Statements by the
Directors of the Holding Company, as aforesaid.
In preparing the Consolidated Financial Statements, the respective Board of Directors of the
companies included in the Group and of its associates and joint venture are responsible for
assessing the ability of the Group and of its associates and joint venture to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless respective Board of Directors either intends to liquidate their
respective entities or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group and of its associates
and joint venture are also responsible for overseeing the financial reporting process of the Group
and of its associates and joint venture.
• Identify and assess the risks of material misstatement of the Consolidated Financial
Statements, whether due to fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we
are also responsible for expressing our opinion on whether the Holding Company and its
subsidiary companies, its associates and joint venture, which are incorporated in India, have
adequate internal financial controls with reference to financial statements in place and the
operating effectiveness of such controls.
(c) Pursuant to the NCLT’s approval of the Demerger Scheme on 28.06.2023, with appointed
date as 31.03.2023, the said Scheme has been implemented by Reliance Industries
Limited (“RIL/the Demerged Company”) and consequently, its investment in the form of
equity and preference shares of RSIL stands cancelled. Hence, RSIL ceases to be a
subsidiary of RIL with effect from the appointed date and has become the ultimate holding
company due to the impact of demerger.
Our opinion on the Consolidated Financial Statements and our report on ‘Other Legal and
Regulatory Requirements’ below, is not modified in respect of the above matters with respect to
our reliance on the work done and the reports of the other auditors and the Financial Statements
certified by the Management.
Report on Other Legal and Regulatory Requirements
As required by section 143(3) of the Act and based on our audit and on consideration of report of
the other auditors on separate financial statements and other financial information of subsidiaries,
associates and joint venture as noted in ‘other matter’ paragraph, we report, to the extent
applicable, that:
a. We / the other auditors whose report we have relied upon have sought and obtained all
the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit of the aforesaid Consolidated Financial
Statements;
b. In our opinion, proper books of account as required by law relating to preparation of the
aforesaid Consolidated Financial Statements have been kept so far as it appears from our
examination of those books and the reports of the other auditors;
c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss
(including Other Comprehensive Income), the Consolidated Statement of Changes in
Equity and the Consolidated Statement of Cash Flows dealt with by this report are in
agreement with the relevant books of account maintained for the purpose of preparation of
the Consolidated Financial Statements;
d. In our opinion, the aforesaid Consolidated Financial Statements comply with the Ind AS
specified under section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended;
e. On the basis of the written representations received from the Directors of the Holding
Company as on 31 March 2023, and taken on record by the Board of Directors of the
Holding Company and the reports of the statutory auditors of its subsidiary companies,
associates and joint venture incorporated in India, none of the Directors of the Group
companies, its associates and joint venture incorporated in India are disqualified as on 31
March 2023, from being appointed as a Director in terms of section 164 (2) of the Act.
f. With respect to the adequacy of the internal financial controls with reference to financial
statements of the Holding Company and its subsidiaries, its associates and joint venture
incorporated in India and the operating effectiveness of such controls, refer to our
separate report in “Annexure 1” to this report;
g. With respect to the other matters to be included in the Auditor’s Report in accordance with
the requirements of section 197(16) of the Act:
In our opinion and according to the information and explanations given to us and based on
audit reports of the respective independent auditors on separate financial statements of
such subsidiaries, associates and joint venture, the managerial remuneration paid during
the current year by the Holding Company, subsidiaries, associates and joint venture
incorporated in India to its directors is in accordance with the provisions of section 197 of
the Act read with Schedule V to the Act;
h. With respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best
of our information and according to the explanations given to us and based on the
consideration of the report of the other auditors on separate financial statements as also
the other financial information of the subsidiaries, associates and joint venture noted in the
‘Other Matter’ paragraph:
i) The Consolidated Financial Statements disclose the impact of pending litigations on
the consolidated financial position of the Group, its associates and joint venture in its
Consolidated Financial Statements – Refer Note No.24 to the Consolidated Financial
Statements;
ii) Provision has been made in the Consolidated Financial Statements, as required
under the applicable law or accounting standards, for material foreseeable losses, if
any, on long-term contracts including derivative contracts – Refer (a) Note No.13 to
the Consolidated Financial Statements in respect of such items as it relates to the
Group; and (b) the Group’s share of net profit / loss in respect of its associates and
joint venture;
iii) There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Holding Company, its subsidiaries, associates
and joint venture incorporated in India.
iv) (a) The respective Managements of the Holding Company, its subsidiaries,
associates and joint venture which are incorporated in India, whose financial
statements have been audited under the Act, have represented to us and the other
auditors of such subsidiaries, associates and joint venture that, to the best of their
knowledge and belief, no funds (which are material either individually or in the
aggregate) have been advanced or loaned or invested (either from borrowed funds or
share premium or any other sources or kind of funds) by the Holding Company, its
subsidiaries, associates or joint venture to or in any other person or entity, including
foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Holding
Company or any of its subsidiaries, associates or joint venture (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries;
(b) The respective Managements of the Holding Company and its subsidiaries,
associates and joint venture which are incorporated in India, whose financial
statements have been audited under the Act, have represented to us and the
other auditors of such subsidiaries, associates and joint venture that, to the best of
their knowledge and belief, no funds (which are material either individually or in the
aggregate) have been received by the Holding Company or any of its subsidiaries,
associates and joint venture from any person or entity, including foreign entity
(“Funding Parties”), with the understanding, whether recorded in writing or
otherwise, that the Company or its subsidiaries, associates and joint venture
shall, whether directly or indirectly, lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries; and
(c) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances performed by us and that performed by the auditors
of the subsidiaries, associates and joint venture which are incorporated in India
whose financial statements have been audited under the Act, nothing has come to our
or other auditors’ notice that has caused us or other auditors to believe that the
representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and
(b) above, contain any material misstatement.
v) The dividend declared and paid during the year by the Holding Company and two of
its subsidiaries incorporated in India is in compliance with section 123 of the
Companies Act, 2013.
vi) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books
of account using accounting software which has a feature of recording audit trail (edit
log) facility is applicable to the Company with effect from 01.04.2023, and accordingly,
reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not
applicable for the financial year ended 31.03.2023.
Kalpen Chokshi
Partner
M.No.135047
UDIN: 23135047BGQCMI3255
Place: Mumbai
Date: 07.07.2023
ANNEXURE 1 TO THE INDEPENDENT AUDITOR’S REPORT
[Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’
section in our Independent Auditor’s Report of even date to the members of RELIANCE
STRATEGIC INVESTMENTS LIMITED on the Consolidated Financial Statements for the year
ended March 31, 2023]
Report on the Internal Financial Controls with reference to Financial Statements under
clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 (“the Act”)
The respective Board of Directors of the Group and its associates and joint venture, which are
incorporated in India, are responsible for establishing and maintaining Internal Financial Controls
based on the internal control over financial reporting criteria established by the respective
companies considering the essential components of internal control stated in the Guidance Note
on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by
the Institute of Chartered Accountants of India (“ICAI”). 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
the 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 Holding Company’s Internal Financial Controls
with reference to Consolidated Financial Statements based on our audit. We conducted our audit
in accordance with the Guidance Note issued by the ICAI and the Standards on Auditing
specified under section 143(10) of the Act, to the extent applicable to an audit of Internal
Financial Controls. 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 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 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 with
reference to Consolidated Financial Statements, 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 judgement, including the
assessment of the risks of material misstatement of the 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 report referred to in the Other Matters paragraph below, is
sufficient and appropriate to provide a basis for our audit opinion on the Internal Financial
Controls with reference to Consolidated Financial Statements of Holding Company, its
subsidiaries, associates and joint ventures which are incorporated in India.
Because of the inherent limitations of internal financial controls with reference to 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 Consolidated Financial Statements may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to explanations given to us, the
Holding Company and its subsidiaries, (the Holding Company and its subsidiaries together
referred to as ‘the Group’) its associates and joint venture, which are incorporated in India, have,
in all material respects, adequate internal financial controls with reference to Consolidated
Financial Statements and such internal financial controls with reference to Consolidated Financial
Statements were operating effectively as of March 31, 2023, based on the internal control with
reference to financial statements criteria established by the respective entities considering the
essential components of internal control stated in the Guidance Note issued by the ICAI.
Other Matters
Our aforesaid reports under section 143(3)(i) of the Act on the adequacy and operating
effectiveness of the internal financial controls with reference to Consolidated Financial
Statements in so far as it relates to its subsidiaries, associates and joint venture companies,
which are incorporated in India, is based on the corresponding report of the auditors of such
subsidiaries, associates and joint venture incorporated in India.
Kalpen Chokshi
Partner
M.No.135047
UDIN: 23135047BGQCMI3255
Place: Mumbai
Date: 07.07.2023
Reliance Strategic Investments Limited
Consolidated Balance Sheet as at 31st March, 2023
₹ in Crore
Note As at
31st March, 2023
ASSETS
Financial Assets
Cash and Cash Equivalents 1 63.23
Bank balances other than cash and cash equivalents 1.1 5,980.67
Loans 2 41.09
Investments 3 108,140.93
Trade Receivables 4 13.83
Other Financial Assets 5 355.20
Total Financial Assets 114,594.95
Non-Financial Assets
Current Tax Assets (net) 6 83.92
Property, plant and equipment 7 39.55
Goodwill 100.74
Intangible assets 7 17.92
Intangible assets under development 7 37.88
Other Non-Financial Assets 8 54.60
Total Non-Financial Assets 334.61
Other payables
Total outstanding dues of micro enterprises and small enterprises -
Total outstanding dues of creditors other than micro enterprises and small
enterprises -
Borrowings 10 742.77
Other Financial Liabilities 11 17.57
Total Financial Liabilities 776.72
Non-Financial Liabilities
Deferred Tax Liability (Net) 12 6.62
Provisions 13 0.76
Other Non Financial Liabilities 14 25.13
Total Non-Financial Liabilities 32.51
Total Liabilities 809.23
EQUITY
Equity Share Capital 15 2.02
Share capital pending allotment 15 6,353.28
Instruments entirely equity in nature 16.A 0.31
Other equity 16.B 107,764.72
Total equity 114,120.33
₹ in Crore
Note 2022-23
INCOME
Revenue from operations 17
Interest income 17.1 38.34
Dividend income 17.2 0.27
Net gain on fair value changes 17.3 3.02
Total revenue from operations 41.63
EXPENSES
Other expenditure 19 5.56
Tax expense
Current tax 20 10.00
Adjustment of tax relating to earlier period (1.30)
Deferred tax 12 9.39
As per our Report of even date For and on behalf of the Board
₹ in Crore
As at
A. Equity share capital 31st March, 2023
All the Preference Shares shall carry a preferential right over the Equity shares of the Company as regards to payment of dividend
and repayment of capital, in the event of winding-up of the Company. The dividend proposed, if any, by the Board of Directors is
subject to the approval of the shareholders in the Annual General Meeting.
B.1) 9% Non-Cumulative Compulsorily Convertible Preference Shares (CCPS) of ₹ 1 each amounting to ₹ 0.04 crore (402800
shares held by Reliance Industries Limited - Holding company). Each CCPS shall be Compulsorily convertible into one equity
share of ₹ 10 each at a premium of ₹ 2790 per share at any time after 5 years from the date of issue i.e. 31.03.2010 upto 20 years
from the date of issue. Outstanding CCPS, if any on the expiry of 20 years from the date of issue will automatically and
compulsorily be converted into one equity share for every one CCPS.
Reconciliation of Shares outstanding at the beginning and at the end of the year
As at 31st March, 2023
No. of shares ₹ in Crore
Shares at the beginning of the period 402,800 0.04
Add : Shares issued during the year - -
Shares at the end of the period 402,800 0.04
B2) 9% Non-Cumulative Compulsorily Convertible Preference Shares (CCPS) of ₹ 1 each amounting to ₹ 0.27 crore (2745355
shares held by Reliance Industries Limited - Holding company (previous year held by Reliance Services and Holdings Limited)).
Each CCPS shall be Compulsorily convertible into one equity share of ₹ 10 each at a premium of ₹ 2790 per share at any time
after 5 years from the date of respective issues i.e. 06.01.2010 (16,45,355 CCPS) & 13.01.2010 (11,00,000 CCPS) upto 20 years
from the date of respective issues. Outstanding CCPS, if any on the expiry of 20 years from the date of respective issues will
automatically and compulsorily be converted into one equity share for every one CCPS.
Reconciliation of Shares outstanding at the beginning and at the end of the year
Particulars As at 31st March, 2023
No. of shares ₹ in crore
Shares at the beginning of the period 2,745,355 0.27
Add : Shares issued during the year - -
Shares at the end of the period 2,745,355 0.27
Reliance Strategic Investments Limited
Consolidated Statement of changes in Equity for the year ended 31st March, 2023
C. Other equity
₹ in Crore
Reserves and surplus Other Total
Capital Securities Capital Statutory General Retained compre-
redemption premium reserve reserve fund reserve earnings hensive
reserve income
Balance at the end of the reporting 6.41 29,610.74 552.88 396.47 3.95 10,082.01 67,112.26 107,764.72
period i.e. 31st March, 2023
*Transfer to reserve fund in terms of section 45-IC(1) of the Reserve Bank of India Act, 1934
** Pursuant to Scheme of Arrangement (refer note no. 23)
As per our Report of even date For and on behalf of the Board
* Includes amount spent in cash towards Corporate Social Responsibility of ₹ 3.42 crore.
As per our Report of even date For and on behalf of the Board
A. CORPORATE INFORMATION
The Consolidated Financial Statements comprise financial statements of “Reliance
Strategic Investments Limited” (“the Company”) and its subsidiaries (collectively referred
to as “the Group”) for the year ended 31st March, 2023.
The registered office of the Company is located at 9th Floor, Maker Chambers IV, 222,
Nariman Point, Mumbai - 400 021, India.
(b) Profits or losses resulting from intra-group transactions that are recognised in assets,
such as Inventory and Property, Plant and Equipment, are eliminated in full.
(c) The Consolidated Financial Statements have been prepared using uniform
accounting policies for like transactions and other events in similar circumstances.
(d) The carrying amount of the parent’s investments in each subsidiary is offset
(eliminated) against the parent’s portion of equity in each subsidiary.
Reliance Strategic Investments Limited
Notes to the Consolidated Financial Statements for the year ended 31st March, 2023
(e) The difference between the proceeds from disposal of investment in subsidiaries and
the carrying amount of its assets less liabilities as on the date of disposal is
recognised in the Consolidated Statement of Profit and Loss being the profit or loss
on disposal of investment in subsidiary.
(f) Investment in Associates and Joint Ventures has been accounted under the Equity
Method as per Ind AS 28 – Investments in Associates and Joint Ventures.
Investments in joint operations are accounted using the Proportionate Consolidation
Method as per Ind AS 111 – Joint Arrangements.
(g) The Group accounts for its share of post-acquisition changes in net assets of
associates and joint ventures, after eliminating unrealised profits and losses resulting
from transactions between the Group and its associates and joint ventures.
(h) Non-Controlling Interest’s share of profit/loss of consolidated subsidiaries for the year
is identified and adjusted against the income of the Group in order to arrive at the
net income attributable to shareholders of the Company.
In case of land the Group has availed fair value as deemed cost on the date of transition
to Ind AS.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate
asset, as appropriate, only when it is probable that future economic benefits associated
with the item will flow to the entity and the cost can be measured reliably. Property, Plant
and Equipment which are significant to the total cost of that item of Property, Plant and
Equipment and having different useful life are accounted separately. Other Indirect
Expenses incurred relating to project, net of income earned during the project development
stage prior to its intended use, are considered as pre-operative expenses and disclosed
under Capital Work-in-Progress.
Depreciation on Property, Plant and Equipment is provided using written down value
method on depreciable amount. Depreciation is provided based on useful life of the assets
as prescribed in Schedule II to the Companies Act, 2013.
(c) Leases
The Group, as a lessee, recognises a right-of-use asset and a lease liability for its leasing
arrangements, if the contract conveys the right to control the use of an identified asset.
The contract conveys the right to control the use of an identified asset, if it involves the
use of an identified asset and the Group has substantially all of the economic benefits from
use of the asset and has right to direct the use of the identified asset. The cost of the right-
of-use asset shall comprise of the amount of the initial measurement of the lease liability
adjusted for any lease payments made at or before the commencement date plus any
initial direct costs incurred. The right-of-use assets is subsequently measured at cost less
any accumulated depreciation, accumulated impairment losses, if any and adjusted for
any remeasurement of the lease liability. The right-of-use asset is depreciated using the
straight-line method from the commencement date over the shorter of lease term or useful
life of right-of-use asset.
The Group measures the lease liability at the present value of the lease payments that are
not paid at the commencement date of the lease. The lease payments are discounted
using the interest rate implicit in the lease if that rate can be readily determined. If that rate
cannot be readily determined, the Group uses incremental borrowing rate.
For short-term and low value leases, the Group recognises the lease payments as an
operating expense on a straight-line basis over the lease term.
The Group, as a lessor, classifies a lease either as an operating lease or a finance lease.
Leases are classified as finance lease whenever the terms of the lease transfer
substantially all the risks and rewards of ownership to the lessee. All other leases are
classified as operating leases.
(d) Other Intangible Assets
Other Intangible Assets are stated at cost of acquisition net of recoverable taxes, trade
discount and rebates less accumulated amortisation/depletion and impairment loss, if any.
Such cost includes purchase price, borrowing costs, and any cost directly attributable for
preparing the asset for its intended use, net charges on foreign exchange contracts and
adjustments arising from exchange rate variations attributable to the Other Intangible
Assets. In case of certain Other Intangible Assets, the Group has availed fair value as
deemed cost on the date of transition to Ind AS.
Reliance Strategic Investments Limited
Notes to the Consolidated Financial Statements for the year ended 31st March, 2023
Subsequent costs are included in the asset’s carrying amount or recognised as a separate
asset, as appropriate, only when it is probable that future economic benefits associated
with the item will flow to the entity and the cost can be measured reliably.
Other Indirect Expenses incurred relating to project, net of income earned during the
project development stage prior to its intended use, are considered as pre-operative
expenses and disclosed under Intangible Assets under Development.
Gains or losses arising from derecognition of an Other Intangible Asset are measured as
the difference between the net disposal proceeds and the carrying amount of the asset
and are recognised in the Consolidated Statement of Profit and Loss when the asset is
derecognised.
The Group’s Other Intangible Assets include assets with finite and indefinite useful life.
Assets with finite useful life are amortised on a straight-line basis over their expected useful
life and assets with indefinite useful lives are not amortised but are tested for impairment
annually at the cash generating unit level.
A summary of the amortisation/depletion policies applied to the Group’s Other Intangible
Assets to the extent of depreciable amount is as follows.
Particulars Depreciation
Technical Know-How Over the useful life of the underlying assets
ranging from 5 years to 35 years
Computer Software Over a period of 5 to 10 years.
The amortisation period and the amortisation method for Other Intangible Assets with a
finite useful life are reviewed at each reporting date.
(e) Cash and Cash Equivalents
Cash and Cash Equivalents comprise of cash on hand, cash at bank, short-term deposits
and 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.
(f) Finance Costs
Finance costs include interest expense computed by applying the effective interest rate on
respective financial instruments measured at amortized cost. Financial instruments
include bank term loans, non-convertible debentures, commercial papers, subordinated
debts and exchange differences arising from foreign currency borrowings to the extent
they are regarded as an adjustment to the interest cost.
All other borrowing costs are charged to the Consolidated Statement of Profit and Loss for
the period for which they are incurred.
(g) Impairment of Non-Financial Assets — Property, Plant and Equipment, Goodwill
and Other Intangible Assets
The Group assesses at each reporting date as to whether there is any indication that any
Property, Plant and Equipment, Goodwill and Other Intangible Assets or group of assets,
called Cash Generating Units (CGU) may be impaired. If any such indication exists, the
recoverable amount of an asset or CGU is estimated to determine the extent of
impairment, if any. When it is not possible to estimate the recoverable amount of an
Reliance Strategic Investments Limited
Notes to the Consolidated Financial Statements for the year ended 31st March, 2023
individual asset, the Group estimates the recoverable amount of the CGU to which the
asset belongs.
An impairment loss is recognised in the Consolidated Statement of Profit and Loss to the
extent, asset’s carrying amount exceeds its recoverable amount. The recoverable amount
is higher of an asset’s fair value less cost of disposal and value in use. Value in use is
based on the estimated future cash flows, discounted to their present value using pre-tax
discount rate that reflects current market assessments of the time value of money and risk
specific to the assets.
If at the balance sheet date there is an indication that a previously assessed impairment
loss no longer exists, the recoverable amount is reassessed and the asset is reflected at
the revised recoverable amount, subject to maximum of the depreciated historical cost.
(h) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive)
as a result of a past event, it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable estimate can be made of the
amount of the obligation. If the effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects, when appropriate, the risks specific
to the liability. When discounting is used, the increase in the provision due to the passage
of time is recognised as a finance cost.
(i) Contingent Liability
Disclosure of contingent liability is made when there is a possible obligation arising from
past events, the existence of which will be confirmed only by the occurrence or non-
occurrence of one or more uncertain future events not wholly within the control of the
Group or a present obligation that arises from past events where it is either not probable
that an outflow of resources embodying economic benefits will be required to settle or a
reliable estimate of amount cannot be made.
(j) Employee Benefits Expense
Short-Term Employee Benefits
The undiscounted amount of short-term employee benefits expected to be paid in
exchange for the services rendered by employees are recognised as an expense during
the period when the employees render the services.
Post-Employment Benefits
Defined Contribution Plans
The Group recognises contribution payable to the provident fund scheme as an expense,
when an employee renders the related service. If the contribution payable to the scheme
for service received before the balance sheet date exceeds the contribution already paid,
the deficit payable to the scheme is recognised as a liability. If the contribution already
paid exceeds the contribution due for services received before the balance sheet date,
then excess is recognised as an asset to the extent that the pre-payment will lead to, for
example, a reduction in future payment or refund.
Reliance Strategic Investments Limited
Notes to the Consolidated Financial Statements for the year ended 31st March, 2023
original estimates, if any, is recognised in Consolidated Statement of Profit and Loss such
that the cumulative expenses reflects the revised estimate, with a corresponding
adjustment to the Share Based Payments Reserve. The dilutive effect of outstanding
options is reflected as additional share dilution in the computation of diluted earnings per
share.
(m) Foreign Currencies Transactions and Translation
Transactions in foreign currencies are recorded at the exchange rate prevailing on the
date of transaction. Monetary assets and liabilities denominated in foreign currencies are
translated at the functional currency’s closing rates of exchange at the reporting date.
Exchange differences arising on settlement or translation of monetary items are
recognised in Consolidated Statement of Profit and Loss except to the extent of exchange
differences which are regarded as an adjustment to interest costs on foreign currency
borrowings that are directly attributable to the acquisition or construction of qualifying
assets, are capitalised as cost of assets.
Non-monetary items that are measured in terms of historical cost in a foreign currency are
recorded using the exchange rates at the date of the transaction. Non-monetary items
measured at fair value in a foreign currency are translated using the exchange rates at
the date when the fair value was measured. The gain or loss arising on translation of non-
monetary items measured at fair value is treated in line with the recognition of the gain or
loss on the change in fair value of the item (i.e. translation differences on items whose fair
value gain or loss is recognised in Other Comprehensive Income or Statement of Profit
and Loss are also recognised in Other Comprehensive Income or Statement of Profit and
Loss, respectively).
In case of an asset, expense or income where a non-monetary advance is paid/received,
the date of transaction is the date on which the advance was initially recognised. If there
were multiple payments or receipts in advance, multiple dates of transactions are
determined for each payment or receipt of advance consideration.
(n) Revenue Recognition
Income from Current and Long Term Investments
Income from dividend on shares of corporate bodies and units of mutual funds is
accounted when the Company's right to receive dividend is established, which is generally
when shareholders approve the dividend. Interest income on bonds, debentures and fixed
deposits is recognized on a time proportion basis taking into account the amount
outstanding and the rate applicable.
Income on Fixed Deposit
Interest income on deposits is recognized on a time proportion basis taking into account
the amount outstanding and the rate applicable.
Income on Lending Business
The Company recognises interest income using Effective Interest Rate (EIR) on all
financial assets. The EIR is the rate that exactly discounts estimated future cash
payments/receipts through the expected life of the financial asset to the gross carrying
amount of a financial asset.
Reliance Strategic Investments Limited
Notes to the Consolidated Financial Statements for the year ended 31st March, 2023
Revenue from rendering of services is recognised over time by measuring the progress
towards complete satisfaction of performance obligations at the reporting period.
In case of discounts, rebates, credits, price incentives or similar terms, consideration are
determined based on its most likely amount, which is assessed at each reporting period.
Financial assets are reclassified subsequent to their recognition, if the Group changes its
business model for managing those financial assets. Changes in business model are
made and applied prospectively from the reclassification date which is the first day of
immediately next reporting period following the changes in business model in accordance
with principles laid down under Ind AS 109 – Financial Instruments.
C. Other Equity Investments
All other equity investments are measured at fair value, with value changes recognised in
Consolidated Statement of Profit and Loss, except for those equity investments for which
the Group has elected to present the value changes in ‘Other Comprehensive Income’.
However, dividend on such equity investments is recognised in Statement of Profit and
Loss when the Company’s right to receive payment is established.
D. Impairment of Financial Assets
In accordance with Ind AS 109, the Group uses ‘Expected Credit Loss’ (ECL) model, for
evaluating impairment of financial assets other than those measured at Fair Value
Through Profit and Loss (FVTPL). Expected Credit Losses are measured through a loss
allowance at an amount equal to:
• The 12-months expected credit losses (expected credit losses that result from those
default events on the financial instrument that are possible within 12 months after the
reporting date); or
• Full lifetime expected credit losses (expected credit losses that result from all possible
default events over the life of the financial instrument).
For trade receivables, the Group applies ‘simplified approach’ which requires expected
lifetime losses to be recognised from initial recognition of the receivables. The Group uses
historical default rates to determine impairment loss on the portfolio of trade receivables.
At every reporting date these historical default rates are reviewed and changes in the
forward-looking estimates are analysed.
For other assets, the Group uses 12 month Expected Credit Loss to provide for
impairment loss where there is no significant increase in credit risk. If there is significant
increase in credit risk full lifetime Expected Credit Loss is used.
ii. Financial Liabilities
A. Initial Recognition and Measurement
All financial liabilities are recognised at fair value and in case of borrowings, net of directly
attributable cost. Fees of recurring nature are directly recognised in the Consolidated
Statement of Profit and Loss as finance cost.
B. Subsequent Measurement
Financial Liabilities are carried at amortised cost using the effective interest method. For
trade and other payables maturing within one year from the balance sheet date, the
carrying amounts approximate fair value due to the short maturity of these instruments.
iii. Derivative Financial Instruments and Hedge Accounting
The Group uses various derivative financial instruments such as future and options in
equity to mitigate the risk of changes in market. Such derivative financial instruments are
Reliance Strategic Investments Limited
Notes to the Consolidated Financial Statements for the year ended 31st March, 2023
initially recognised at fair value on the date on which a derivative contract is entered into
and are subsequently re-measured at fair value. Derivatives are carried as financial assets
when the fair value is positive and as financial liabilities when the fair value is negative.
Any gains or losses arising from changes in the fair value of derivatives are taken directly
to Statement of profit or loss.
iv. Derecognition of Financial Instruments
The Group derecognises a financial asset when the contractual rights to the cash flows
from the financial asset expire or it transfers the financial asset and the transfer qualifies
for derecognition under Ind AS 109 – Financial Instruments. A financial liability (or a part
of a financial liability) is derecognised from the Group’s Balance Sheet when the obligation
specified in the contract is discharged or cancelled or expires.
v. Offsetting
Financial assets and financial liabilities are offset and the net amount is presented in the
Balance Sheet when, and only when, the Group has a legally enforceable right to set off
the amount and it intends, either to settle them on a net basis or to realise the asset and
settle the liability simultaneously.
(p) Earnings Per Share
Basic Earnings Per Share is calculated by dividing the net profit after tax by the weighted
average number of equity shares outstanding during the year adjusted for bonus element in
equity share. Diluted Earnings Per Share adjusts the figures used in determination of basic
earnings per share to take into account the conversion of all dilutive potential equity shares.
Dilutive potential equity shares are deemed converted as at the beginning of the period unless
issued at a later date.
C. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY
The preparation of the Group’s financial statements requires management to make
judgement, estimates and assumptions that affect the reported amount of revenue, expenses,
assets and liabilities and the accompanying disclosures. Actual results may differ from these
estimates. Uncertainty about these assumptions and estimates could result in outcomes that
require a material adjustment to the carrying amount of assets or liabilities affected in
subsequent financial year. Accounting estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions of estimates are recognised prospectively.
Management reviews the estimated useful life and residual values of the assets annually
in order to determine the amount of depreciation/amortisation to be recorded during any
Reliance Strategic Investments Limited
Notes to the Consolidated Financial Statements for the year ended 31st March, 2023
reporting period. The useful life and residual values are based on the Group’s historical
experience with similar assets and take into account anticipated technological and future
risks. The depreciation/ amortisation for future periods is revised if there are significant
changes from previous estimates.
b) PROVISIONS
The timing of recognition and quantification of the liability requires the application of
judgement to existing facts and circumstances, which can be subject to change. The
carrying amounts of provisions and liabilities are reviewed regularly and revised to take
account of changing facts and circumstances.
In assessing value in use, the estimated future cash flows are discounted to their
present value using pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset. In determining fair value
less costs of disposal, recent market transactions are taken into account, if no such
transactions can be identified, an appropriate valuation model is used.
Goodwill and intangible assets with indefinite lives have been allocated to the
respective CGUs which are determined at the entity level. During the year ended
March 31, 2023, the Group has determined that there is no impairment towards these
assets.
On March 31, 2023, the Ministry of Corporate Affairs (MCA) has notified Companies (Indian
Accounting Standards) Amendment Rules, 2023. This notification has resulted into
amendments in the following existing accounting standards which are applicable to company
from April 1, 2023.
Application of above standards are not expected to have any significant impact on the
company’s financial statements.
Reliance Strategic Investments Limited
Notes to the Consolidated Financial Statement for the year ended 31st March, 2023
₹ in Crore
As at
1 Cash and Cash Equivalents 31st March, 2023
Cash on hand -
₹ in Crore
As at
1.1 Bank balances other than cash and cash Equivalents 31st March, 2023
*These deposits can be withdrawn by the Company at any point of time without prior notice or penalty on the principal.
₹ in Crore
As at
2 Loans 31st March, 2023
(Unsecured and considered good)
At Amortised Cost
Loan to Related parties -
Loan to others 41.09
Loans in India :
Other than to Public Sector -
Less : ECL & Contingent provision on standard asset -
₹ in Crore
3 Investments As at 31st March, 2023
(Refer note no. 3.1) At Cost At fair value At fair value Total
through through
profit or OCI
loss
Associates/Joint Venture *
Equity shares # 15,543.84 - - 15,543.84
Others -
Equity shares # - 3.99 - 3.99
Preference shares # 17,646.69 - - 17,646.69
Preferred shares # - - 74.89 74.89
Units # - - 2,924.33 2,924.33
Trusts # 61,705.53 61,705.53
Settlors contribution/LP # 55.83 - - 55.83
Commercial paper - 1,243.04 - 1,243.04
Certificate of deposit # - 697.11 - 697.11
Bonds # - 2,087.85 - 2,087.85
Treasury bills # - 5,794.58 - 5,794.58
Mutual fund # - 363.25 - 363.25
Less :
Allowance for impairment - - -
Loss (C )
In Corpus of Trust
Unquoted
Investment in Corpus of Petroleum Trust 61,705.53
As at
31st March, 2023
Aggregate amount of Quoted Investments 9,826.57
Market Value of Quoted Investments 9,826.57
Aggregate amount of Unquoted Investments 98,314.36
Aggregate provision for impairment in value of Investment -
Category-wise Investment
Financial assets measured at Cost 94,951.89
Financial assets measured at Fair value through other comprehensive income 2,999.22
Financial assets measured at Fair value Through Profit and Loss 10,189.82
Total 108,140.93
Reliance Strategic Investments Limited
Notes to the Consolidated Financial Statement for the year ended 31st March, 2023
₹ in Crore
As at
4 Trade Receivables 31st March, 2023
(Unsecured but considered good)
Trade Receivables 13.83
13.83
₹ in Crore
As at
5 Other Financial Assets 31st March, 2023
355.20
Note : Impairment allowance recognized on other financial assets is ₹ NIL
# Pursuant to Scheme of arrangement (refer note no. 23)
₹ in Crore
As at
6 Current Tax Assets (net) 31st March, 2023
83.92
*Refer Note 20 (b)
Reliance Strategic Investments Limited
Notes to the Consolidated Financial Statement for the year ended 31st March, 2023
7 Fixed Assets Schedule
(I) Property, Plant and Equipment
Description As at As at
As at 31st As at 31st As at 31st
1st April, Additions Adjustment* 1st April, Adjustment*
March, 2023 March, 2023 March, 2023
2022 2022
Plant and Equipments - - 70.52 70.52 - 30.97 30.97 39.55
Furniture and fixtures - - 0.00 0.00 - 0.00 0.00 0.00
Total (A) - - 70.52 70.52 - 30.97 30.97 39.55
(II) Other Intangible Assets
Capital Work-in-Progress -
₹ in Crore
As at
9 Trade Payables 31st March, 2023
Micro and Small Enterprises 0.05
Other than Micro and Small Enterprises 16.33
16.38
9.1 There are no overdue amounts to Micro, Small and Medium Enterprises as at 31st March, 2023
10 Borrowings ₹ in Crore
As at
31st March, 2023
Secured - at Amortised cost
From Banks ( working capital loan) 742.77
Rupee loans
742.77
Note: Working capital loans from banks are secured by fixed deposits of Reliance Industries Limited (Pursuant to
Scheme of Arrangement (refer note no.23))
₹ in Crore
11 Other Financial Liabilities As at
31st March, 2023
Employee related provisions -
Others payables * 17.57
17.57
* Includes provision for revenue expenditure
Reliance Strategic Investments Limited
Notes to the Consolidated Financial Statement for the year ended 31st March, 2023
₹ in Crore
As at
12 Deferred Tax Liabilities (net) 31st March, 2023
The movement on the deferred tax account is as follows:
At the start of the year (5.31)
Charge / (Credit) to Statement of Profit and Loss 9.39
On account of scheme of Arrangement (refer note no. 23) 2.54
At the end of year 6.62
₹ in Crore
13 Provisions As at
31st March, 2023
Provisions for employees
Leave encashment 0.72
Gratuity 0.04
0.76
₹ in Crore
14 Other Non Financial Liabilities As at
31st March, 2023
Others payables ** 25.13
25.13
** Mainly includes statutory dues
Reliance Strategic Investments Limited
Notes to the Consolidated Financial Statement for the year ended 31st March, 2023
₹ in Crore
As at
15 Equity Share Capital 31st March, 2023
Amount
Authorised Share Capital
1400,00,00,000 Equity shares of ₹ 10 each 14,000.00
15,005.00
2.02
Share capital pending allotment
6,353.28
Note
a) Details of Share holders holding more than 5% shares
Name of the Shareholders As at 31st March, 2023
No. of Held (%)
shares
b) Shareholding of Promoter
As at 31st March, 2023
Promoter name No of shares % of total
shares
Reliance Industries Limited (Holding Company) # 20,20,200 100.00
c) Reconciliation of Shares outstanding at the beginning and at the end of the year
Particulars As at 31st March, 2023
No. of shares
Equity shares
Shares at the beginning of the year 2,020,200
Add : Shares issued during the year -
Shares at the end of the year 2,020,200
₹ in Crore
As at
16.A Instrument Classified as Equity 31st March, 2023
0.31
* Refer Statement of Change of Equity item (b)
₹ in Crore
As at
16.B Other Equity 31st March, 2023
₹ in Crore
17 Revenue from Operations 2022-23
41.63
₹ in Crore
18 Other Income 2022-23
3.21
Reliance Strategic Investments Limited
Notes to the Consolidated Financial Statement for the year ended 31st March, 2023
₹ in Crore
19 Other Expenses 2022-23
Auditors remuneration
Statutory audit fees 0.09
Certification fees 0.04
0.13
Professional fees 1.35
Rates & Taxes 0.13
Charity and donations 3.41
Other administrative expenses 0.54
5.56
₹ in Crore
Particulars 2022-23
Tax expenses for the year can be reconciled to the accounting profit as follows:
Year ended
31st March, 2023
Profit Before Tax 49.34
Applicable Tax Rate 25.17%
Computed Tax Expense 12.42
Tax Effect of :
Expenses disallowed 0.86
Carried forward losses utilised -
Adjustment recognised in the current year in relation to tax for prior years (1.30)
Others (3.28)
Current Tax Provision (A) 8.70
₹ in Crore
As at
31st March, 2023
b) Current Tax Assets (Net)
At start of year 40.35
Charge for the year (8.70)
Tax paid during the year (7.78)
As per Scheme of Arrangement 60.05
At end of year 83.92
Reliance Strategic Investments Limited
Notes to the Consolidated Financial Statement for the year ended 31st March, 2023
21 Earnings per share (EPS) 2022-23
22 Segment Reporting
The Company is engaged in business of finance, future and option, Trading / investments in shares and securities in
India only and there are no separate business / geographical segments as per Ind AS 108 “Operating Segment”. The
Board (the ‘Chief Operating Decision Maker’ as defined in Ind AS 108 ‘Operating Segments’), monitors the operating
results of the entity’s business for the purpose of making decisions about resource allocation and performance
assessment.
Reliance Strategic Investments Limited
Notes to the Consolidated Financial Statement for the year ended 31st March, 2023
23 Acquisition of Financial Services Business of Reliance Industries Limited through Scheme of Arrangement
In accordance with the Scheme of Arrangement (Scheme) between the Company and Reliance Industries Limited (RIL)
and their respective shareholders and creditors as approved by Hon’ble National Company Law Tribunal, Mumbai Bench
by an order dated June 28, 2023, the Financial Services Business of RIL, along with its related assets and liabilities at
the values appearing in the books of accounts of RIL on the close of business hours as on March 31, 2023, was
demerged and transferred to the Company with effect from the appointed date of closing business hours of March 31,
2023 (Appointed Date). In terms of the scheme, the Company will be issuing 635,32,84,188 equity shares of the
Company of ₹10 each fully paid up at a Premium of ₹ 25.70 per Share to the shareholders of RIL as on the record date
in the ratio of 1:1 which are pending for allotment as at March 31, 2023. Further consequent to the Scheme, following
entities have become Subsidiaries, Joint Venture and Associates of the Company. The effective date of the Scheme was
July 1, 2023.
As per the requirements of Appendix C to Ind AS 103 - Business Combinations, in respect of the Scheme, effect of
demerger needs to be given in the accounts as if it had occurred from the beginning of the preceding period in the
standalone financial statements of the Company. Notwithstanding this, in accordance with the MCA circular dated 21st
August, 2019, the Company has considered the appointed date i.e. close of business hours on 31st March, 2023 as the
date of Demerger of the Company for the purpose of accounting. Further, in terms of the Scheme, with effect from the
appointed date till the effective date, the Financial Services Business was carried on by RIL for and on account of, and in
trust for the Company.
₹ in Crores
As at
31st March, 2023
24 Contingent Liabilities and Commitments
i) Contingent Liabilities
Income tax liability * 3.12
Bank Guarantee 0.75
Claims against the company / disputed liabilities not acknowledged as debts # 2.57
Others 0.07
ii) Commitments
Others 0.37
* The Company has been advised that the demand is likely to be either deleted or substantially reduced and
accordingly no provision is considered necessary.
# Related to Service Tax related matters at Commissioner / Dy. Commissioner CGST & Central Excise
Commissionare forum.
Reliance Strategic Investments Limited
Notes to the Consolidated Financial Statement for the year ended 31st March, 2023
25 Related parties disclosures
i) As per Ind AS 24, the disclosures of transactions with the related parties are given below :
List of related parties where control exists and related parties with whom transactions have taken place and relationships:
Sr. Name of the Related Party Relationship
No.
1 Reliance Industries Limited ** Holding company
Disclosure in Respect of Material Related Party Transactions during the year: ₹ in Crores
Particulars Relationship 2022-23
3 Interest income
Reliance Industrial Investments and Holdings Limited Fellow subsidiary 36.05
4 Dividend paid
Reliance Industries Limited Holding company 888.89
5 Professional fees
Reliance Industries Limited * Holding company 0.31
Reliance Projects & Property Management Fellow subsidiary 0.30
Services Limited
* Includes remuneration paid to Key managerial personnel on secondment basis ₹ 0.10 crore
Reliance Strategic Investments Limited
Notes to the Consolidated Financial Statement for the year ended 31st March, 2023
26 Financial Instruments
* Excludes Investments in Associates / Joint Ventures and others of ₹ 94,952 crore measured at cost (Refer Note 3.1).
The financial instruments are categorized into three levels based on the inputs used to arrive at fair value measurements as described
below
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; and
Level 2: Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or
indirectly.
Level 3: Inputs based on unobservable market data.
Valuation Methodology
All financial instruments are initially recognized and subsequently re-measured at fair value as described below:
The fair value of investment in quoted Equity Shares, Bonds, Government Securities, and Mutual / Venture Funds is measured at
quoted price or NAV.
Credit risk
Credit risk is the risk of financial loss arising out of a customer or counterparty failing to meet their repayment obligations to the
Company. The Company assesses the credit quality of all financial instruments that are subject to credit risk. The company
categorizes financial assets into stages based on the days past due (DPD) status as under:
Financial assets where no significant increase in credit risk has been observed are considered to be in ‘stage 1’ and for which a 12 month
ECL is recognised. Financial assets that are considered to have significant increase in credit risk are considered to be in ‘stage 2’ and
those which are in default or for which there is an objective evidence of impairment are considered to be in ‘stage 3’. Lifetime ECL is
recognised for stage 2 and stage 3 financial assets.
The Company calculates ECL using three main components: a probability of default (PD), a loss given default (LGD) and the exposure at
default (EAD).
Liquidity risk
Liquidity risk is the risk that suitable sources of funding for the company’s business activities may not be available. Management monitors
rolling forecasts of the company’s liquidity position and cash and cash equivalents on the basis of expected cash flows. Company
manages liquidity risk by maintaining adequate reserves and matching maturity profiles of financial assets and financial liabilities.
Market risk
Companies main activity is to do trading in financial instruments viz. equity shares, debentures, bonds, derivatives etc. This market is
influenced by domestic / international political, financial and other events occurring on day to day basis. Hence the market is constantly
volatile and uncertain. Company has strong treasury philosophies and practices and is well geared to meet the challenges of volatile
market conditions.
Operational risk
Operational risk is the risk arising from inadequate or failed internal processes, people or systems, or from external events. The
Company manages operational risks through comprehensive internal control systems and procedures laid down around various key
activities in the Company viz. loan acquisition, customer service, IT operations, finance function etc. Internal Audit also conducts a
detailed review of all the functions at least once a year, this helps to identify process gaps on timely basis. Further IT and operations
have a dedicated compliance and control units within the function who on continuous basis review internal processes. This enables the
Management to evaluate key areas of operational risks an the process to adequately mitigate them on an ongoing basis.
Reliance Strategic Investments Limited
Notes to the Consolidated Financial Statement for the year ended 31st March, 2023
27 As per Indian Accounting Standard 19 “Employee Benefits”, the disclosures as defined are given below :
Defined Benefit Plan
i) Reconciliation of opening and closing balances of Defined Benefit Obligation
₹ in Crores
Particulars 2022-23
Gratuity (Unfunded)
Defined Benefit Obligation at the beginning of the year 1.07
Current Service Cost 0.32
Interest Cost 0.08
Actuarial (Gain) / Loss (0.09)
Benefits Paid * (0.14)
Defined Benefit Obligation at the end of the year 1.24
ii) Reconciliation of Opening and Closing Balances of Fair Value of Plan Assets
₹ in Crores
Particulars
2022-23
Gratuity (Unfunded)
Fair value of Plan Assets at beginning of year -
Expected Return on Plan Assets -
On Acquisition / Transfers / Others -
Actuarial Gain / (Loss) -
Employer Contribution -
Benefits Paid -
Asset Transferred Out -
Fair value of Plan Assets at end of the year -
iii) Reconciliation of the Fair Value of Assets and Obligations
₹ in Crores
Particulars 2022-23
Gratuity (Unfunded)
Fair Value of Plan Assets -
Present Value Obligation 1.24
Amount Recognised in Balance Sheet (Surplus/(Deficit)) (1.24)
iv) Actuarial Assumptions
Gratuity (Unfunded)
2022-23
Mortality Table (IALM)
2012-14
(Ultimate)
Discount Rate (per annum) 7.60%
Rate of Escalation in Salary (per annum) 6.00%
Rate of Employee turnover (per annum) 3.00%
The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion
and other relevant factors including supply and demand in the employment market. The above information is certified by the
actuary.
The Expected Rate of Return on Plan Assets is determined considering several applicable factors, mainly the composition of
Plan Assets held, assessed risks, historical results of return on Plan Assets and the Group’s policy for Plan Assets
management.
v) The expected contributions for Defined Benefit Plan for the next financial year will be in line with FY 2022-23.
vi) These plans typically expose the Group to actuarial risks such as: investment risk, interest risk, longevity risk and
salary risk.
Investment risk:
The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to
market yields at the end of the reporting period on government bonds; if the return on plan asset is below this rate, it will create
a plan deficit.
Interest risk:
A decrease in the discount rate will increase the plan liability.
Longevity risk:
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan
participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the
plan’s liability.
Salary risk:
The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such, an
increase in the salary of the plan participants will increase the plan’s liability.
Reliance Strategic Investments Limited
Notes to the Consolidated Financial Statement for the year ended 31st March, 2023
Country of Proportion of
Sr.No. Name of the Enterprise
Incorporation Ownership Interest
1 Reliance Industrial Investments and Holdings Limited India 100%
2 Reliance Payment Solutions Limited India 100%
3 Reliance Retail Finance Limited India 100%
4 Reliance Retail Insurance Broking Limited India 100%
5 Jio Infrastructure Management Services Limited India 100%
6 Jio Information Aggregator Services Limited India 100%
29 Significant enterprises Consolidated as Joint Venture and Associates in accordance with Indian
Accounting Standard 28 – Investments in Joint Venture and Associates
Country of Proportion of
Sr.No. Name of the Enterprise
Incorporation Ownership Interest
1 Jio Payments Bank Limited India 76.98%
2 Petroleum Trust * India -
3 Reliance Services and Holdings Limited India 100%
30
Additional Information, as required under Schedule III to the Companies Act, 2013, of Enterprises Consolidated as Subsidiaries / Joint Ventures
₹ in Crores
Net Assets i.e. Total Assets Share in Other Share in Total Comprehensive
Share in Profit or Loss
minus Total Liabilities Comprehensive Income Income
Sr. As % of
Name of the Enterprise As % of
No. As % of As % of consolidated
Amount Amount Amount consolidated Amount
consolidated consolidated Other
( ₹ In Cr) ( ₹ In Cr) ( ₹ In Cr) Total Comprehensive ( ₹ In Cr)
Net Assets Profit or Loss Comprehensive
Income
Income
Parent
Reliance strategic Investments
21.08% 24,054.27 100.00% 31.25 0.00% - 100.00% 31.25
Limited
Subsidiaries
Reliance Industrial Investments
23.59%
1 and Holdings Limited 26,918.09 - - -
Reliance Payment Solutions
0.26%
2 Limited 296.00 - - -
3 Reliance Retail Finance Limited 3.22% 3,677.29 - - -
Reliance Retail Insurance Broking
0.00%
4 Limited 3.31 - - -
Jio Infrastructure Management
0.00%
5 Services Limited 1.24 - - -
Jio Information Aggregator
0.00%
6 Services Limited 0.03 - - -
Adjustments due to
-14.49% (16,541.41)
Consolidation (Elimination) - - -
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(iv) The Company has not carried out any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961.
(v) Details of Benami Property held: There are no proceedings which have been initiated or pending against the company for
holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder
(vi) There are no borrowings from banks or financial institution and company do not required to give additional information
required by schedule III except borrowings of Rs. 742.77 crores pursuant to Scheme of Arrangement (refer note no. 28).
(vii) Willful Defaulter: The company has not been declared as willful Defaulter by any Bank or Financial Institution or other
Lender.
(viii) There are no borrowings and hence registration of charges or satisfaction with Registrar of Companies (ROC) does not
arise.
(ix) Compliance with number of layers of companies: The company has complied with the number of layers prescribed under
clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017
(x) Details of Crypto Currency or Virtual Currency: The Company has not traded or invested in Crypto currency or Virtual
Currency during the financial year.
32 Pursuant to the scheme of arrangement, 31st March, 2023 being the first year of consolidation, comparative financial information
for the previous year ended 31st March, 2022 are not included in the Consolidated Financial Statements of the Company as on
31st March, 2023.
As per our Report of even date For and on behalf of the Board
Notes
A. There is significant influence due to percentage(%) of voting power.