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Reliance Industries
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Directors Report Year End : Mar '15    « Mar 14
Dear Members,
 
 The Directors are pleased to present the Forty first Annual Report and
 the Company's audited financial statement for the financial year ended
 March 31,2015.
 
 FINANCIAL RESULTS
 
 The Company's financial performance, for the year ended March 31,2015
 is summarised below:
 
                             2014-15                   2013-14
 
                       Rs. crore     $ million*    Rs. crore    $ million*
 
 PROFIT BEFORE TAX      29,468        4,715       27,818      4,643
 
 Less: Current Tax       6,124          980        5,812        970
 
 Deferred Tax              625          100           22          4
 
 PROFIT FOR THE YEAR    22,719        3,635       21,984      3,669
 
 Add: Balance in Profit 
 and Loss Account        9,326        1,973        8,610      1,853
 
 SUB-TOTAL              32,045        5,608       30,594      5,522
 
 LESS: APPROPRIATION:
 
 Adjustment relating to 
 Fixed Assets              318           51          -          -
 
 Transferred to General 
 Reserve                18,000        2,880       18,000      3,004
 
 Proposed dividend on 
 Equity Shares           2,944          471        2,793        466
 
 Tax on dividend           615           98          475         79
 
 CLOSING BALANCE        10,168        2,108        9,326      1,973
 
 * 1 $ = Rs. 62.5 Exchange Rate as on March 31, 2015 (1 $ = Rs. 59.915 as on
 March 31, 2014)
 
 RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
 
 The highlights of the Company's performance are as under:
 
 Revenue from operations decreased by 15.1% to Rs. 3,40,814 crore ($ 54.5
 billion).
 
 Exports decreased by 17.1% to Rs. 2,28,651 crore ($ 36.6 billion).
 
 PBDIT increased by 1.3% to Rs. 40,323 crore ($ 6.5 billion).
 
 Profit before Tax increased by 5.9% to Rs. 29,468 crore ($ 4.7 billion).
 
 Cash Profit increased by 3.4% to Rs. 31,832 crore ($ 5.1 billion).
 
 Net Profit increased by 3.3% to Rs. 22,719 crore ($ 3.6 billion).
 
 Gross Refining Margin was $ 8.6 / bbl for the year ended March 31,2015.
 
 The consolidated revenue from operations of the Company for year ended
 March 31, 2015 was down by
 
 13% to Rs. 3,88,494 crore ($ 62.2 billion). The decline in turnover
 reflects a sharp fall in crude oil prices during the second half of the
 year. Strong operating performance from the refining business and
 stable petrochemicals business performance led to higher operating
 profits.  Consolidated operating profits before other income and
 depreciation increased by 7.3% on a year on year basis from Rs. 34,799
 crore to Rs. 37,364 crore. Profit after Tax was higher by 4.8% at Rs.
 23,566 crore as against Rs. 22,493 crore in the previous year.
 
 The financial year 2014-15 has been a very successful and important
 year for the Company. The Company's refining business delivered record
 earnings in a year when the collapse of oil prices unsettled the
 hydrocarbons market.  During the year, RIL Jamnagar refineries
 processed 67.9 MMT of crude, achieving an average utilization rate of
 110%. The Company was able to capitalize on the market conditions
 through its operational excellence, higher efficiency and well executed
 strategies around crude sourcing and product placement. The revenue
 from Petrochemicals segment decreased reflecting lower product prices
 resulting from sharp decline in crude and feedstock prices.
 
 KG-D6 field produced 1.96 million barrels of crude oil, 0.32 million
 barrels of condensate and 158 BCF of natural gas in 2014-15, reflecting
 a growth of 12% in case of Condensate and a reduction of 3% and 12% of
 Crude Oil and Natural Gas respectively on a year on year basis. The
 decline in production was largely due to natural decline in fields
 coupled with partial shutdown of MA field due to Hudhud cyclone.
 
 The capital expenditure of Reliance on a consolidated basis for 2014-15
 was ' 1,00,247 crore including exchange rate difference capitalization.
 The capital expenditure was principally on account of ongoing expansion
 projects in petrochemicals and refining business at Jamnagar, Dahej and
 Hazira, Broadband access and US Shale gas projects.
 
 During the year, the Company commissioned its new PBR Plant at Hazira,
 Gujarat, with capability to produce Nickel and Neodymium grade PBR.
 With the commissioning of this facility, the Company's total PBR
 capacity is now at 115 KTPA. RIL also started its new 150 KTPA SBR
 plant during the year which is expected to stabilise in the coming
 months.
 
 During the last quarter of 2014-15, RIL started phase-1 PTA capacity of
 1,150 KTPA and 650 KTPA of PET capacity at Dahej, Gujarat. Both these
 plants are expected to stabilise operations in the coming months and
 will be advantageously positioned to reap the benefits of integration.
 The new PET resin facility is one of the largest bottle-grade PET resin
 facility at a single location globally.
 
 The new PTA plant has been built with Invista technology and is highly
 energy efficient and environment friendly.  Indian market is currently
 deficit in PTA by over 1.5 MMTPA.  The start-up of the new PTA plant at
 Dahej will take India closer to self-sufficiency in PTA.
 
 The Company has made offerings of Senior Unsecured Notes priced under
 Rule 144A/Regulation S of the Securities Act, 1933 (USA) aggregating US
 $ 1.75 billion during January and February 2015. These funds will be
 utilized for ongoing capital expenditure.
 
 The Company is one of India's largest contributors to the national
 exchequer primarily by way of payment of taxes and duties to various
 government agencies. During the year, a total of Rs. 33,322 crore ($ 5.3
 billion) was paid in the form of various taxes and duties.
 
 The Company is featured in the Fortune Global 500 list of the world's
 largest corporations for the eleventh consecutive year and was ranked
 114th in terms of revenues and 155th in terms of profit.
 
 No material changes and commitments have occurred after the close of
 the year till the date of this Report, which affect the financial
 position of the Company.
 
 DIVIDEND
 
 Your Directors have recommended a dividend of Rs. 10 (i.e. 100%) per
 equity share (last year Rs. 9.50 per equity share) for the financial year
 ended March 31, 2015, amounting to Rs. 3,559 crore (inclusive of tax of Rs.
 615 crore), one of the highest payout by any private sector company in
 India. The dividend payout is subject to approval of members at the
 ensuing Annual General Meeting.
 
 The dividend will be paid to members whose names appear in the Register
 of Members as on May 11,2015 and in respect of shares held in
 dematerialised form, it will be paid to members whose names are
 furnished by National Securities Depository Limited and Central
 Depository Services (India) Limited, as beneficial owners as on that
 date.
 
 The dividend payout for the year under review has been formulated in
 accordance with the Company's policy to pay sustainable dividend linked
 to long term growth objectives of the Company to be met by internal
 cash accruals.
 
 MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
 
 Management's Discussion and Analysis Report for the year under review,
 as stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges in India, is presented in a separate section forming part of
 the Annual Report.
 
 The developments in business operations / performance of major
 subsidiaries consolidated with RIL are as below:
 
 Shale Gas Business
 
 Reliance's shale gas business continued on its growth trajectory with
 revenues and EBIT increasing 20.1% and 36.3% respectively, despite a
 challenging price environment. RIL's share of net sales volume was at
 168 BCFe, compared to 131 BCFe in 2013. EBITDA of $ 775.1 million in
 2014, was up 26% y-o-y.
 
 Operationally, the business continued its strong performance during
 calendar year 2014, with production reaching the new record levels
 across the JVs. Gross JV production averaged at ~1.2 Bcfe/day,
 reflecting growth of 26% over the levels achieved in calendar year
 2013. The business has reached an overall development maturity (with a
 significant part of the acreages held by production) and this provides
 adequate investment flexibility in managing the low price environment
 through prioritizing well capex in the most prolific areas.
 
 Retail Business
 
 Reliance Retail business grew by 21.2% to reach revenue of Rs. 17,640
 crore as against Rs. 14,556 crore registered in the previous financial
 year. It continued to grow profitably, achieving profits before
 depreciation, finance cost and tax expense (PBDIT) of Rs. 784 crore, an
 increase of 116% on a year on year basis. The format sectors
 collectively witnessed a five-year CAGR of 31% in revenues.
 
 During the year, Reliance Retail consolidated its market leadership in
 all of the focus sectors of digital, lifestyle and value sectors.
 During the year, Reliance Retail undertook an unprecedented store
 opening plan on an accelerated pace and added a net total of 930 stores
 to further increase its reach in the underserved markets. A total of
 0.9 million square feet area was added. As on 31st March 2015, Reliance
 Retail operated 2,621 stores, covering an area of 12.5 million square
 feet across 200 cities.
 
 Jio Infocomm
 
 RIL's subsidiary, Reliance Jio Infocomm Limited (RJIL) is the only
 private player with Broadband Wireless Access (BWA) spectrum in all the
 22 telecom circles of India. It plans to provide reliable fast internet
 connectivity through the 20 MHz, contiguous, pan-India BWA spectrum.
 RJIL has also successfully acquired 1800 MHz spectrum across 14 key
 circles in February, 2014.
 
 In March 2015, RJIL has successfully acquired the right to use spectrum
 in 800 MHz & 1800 MHz in 13 key circles across India in the Spectrum
 Auction conducted by Department of Telecommunications (DoT), Government
 of India. With this acquisition, in addition to the pan-India 2300 MHz
 spectrum, RJIL has spectrum in either 800 MHz or 1800 MHz or both in 20
 out of the total of 22 circles in the country. RJIL's total equivalent
 spectrum footprint has increased from 597.6 MHz to 751.1MHz (including
 uplink and downlink), strengthening its position as the largest holder
 of liberalized spectrum.
 
 This combined spectrum footprint across frequency bands provides
 significant network capacity and deep in-building coverage. RJIL plans
 to provide seamless 4G services using LTE in 800 MHz, 1800 MHz and 2300
 MHz through an integrated ecosystem.
 
 RJIL is working aggressively in achieving the minimum roll out
 obligations as specified in the Notice Inviting Application for the
 spectrum auction in 2010, per the Test Schedule Test Procedure (TSTP)
 issued by DoT in March, 2015.
 
 Media and Entertainment
 
 During the year, Independent Media Trust (IMT), of which RIL is the
 sole beneficiary, acquired the control of Network18 Media & Investments
 Limited (Network18), including its subsidiary TV18 Broadcast Limited
 (TV18).  This acquisition will differentiate Reliance's Jio Infocomm
 business by providing a unique amalgamation at the intersect of
 telecom, web and digital commerce via a suite of premier digital
 properties.
 
 Network18 has interests in television, digital content, filmed
 entertainment, digital commerce, magazines, mobile content and allied
 businesses. Network18, through its group companies, operates a combined
 bouquet of over 30 channels. Network18 operates a number of digital and
 mobile properties offering digital content and commerce, including home
 shopping and online ticketing. It also publishes special interest
 magazines and has a presence in film production and distribution.
 
 From the date of acquisition of control to 31st March, 2015, Network
 18's operating revenue stood at Rs. 2,747 crore and EBIT at Rs. 135 crore,
 on a consolidated basis.
 
 CREDIT RATING
 
 The Company's financial discipline and prudence is reflected in the
 strong credit ratings ascribed by rating agencies as given below:
 
 Instrument Rating Agency Rating Outlook Remarks
 
 International Debt S&P BBB+ Stable Two notches above India's sovereign
 rating
 
 International Debt Moody's Baa2 Stable One notch above India's
 sovereign rating
 
 Long Term Debt CRISIL AAA Stable Highest rating awarded by CRISIL
 
 Long Term Debt Fitch Ind AAA Stable Highest rating awarded by Fitch
 
 CONSOLIDATED FINANCIAL STATEMENT
 
 In accordance with the Companies Act, 2013 (the Act) and Accounting
 Standard (AS) - 21 on Consolidated Financial Statements read with AS -
 23 on Accounting for Investments in Associates and AS - 27 on Financial
 Reporting of Interests in Joint Ventures, the audited consolidated
 financial statement is provided in the Annual Report.
 
 SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
 
 During the year under review, companies listed in Annexure I to this
 Report have become or ceased to
 
 be Company's subsidiaries, joint ventures or associate companies. A
 report on the performance and financial position of each of the
 subsidiaries, associates and joint venture companies as per the
 Companies Act, 2013 is provided as Annexure A to the consolidated
 financial statement and hence not repeated here for the sake of
 brevity. The Policy for determining material subsidiaries as approved
 may be accessed on the Company's website at the link:
 http://www.ril.com/getattachment/759df65c-
 9a8d-42ff-a23c-e1c5d892e0c7/Policy-for-determining-
 Material-Subsidiaries.aspx
 
 DIRECTORS' RESPONSIBILITY STATEMENT
 
 Your Directors state that:
 
 a) in the preparation of the annual accounts for the year ended March
 31, 2015, the applicable accounting standards read with requirements
 set out under Schedule III to the Act, have been followed and there are
 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 31,2015 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.
 
 CORPORATE GOVERNANCE
 
 The Company is committed to maintain the highest standards of corporate
 governance and adhere to the corporate governance requirements set out
 by SEBI. The Company has also implemented several best corporate
 governance practices as prevalent globally. The report on Corporate
 Governance as stipulated under the Listing Agreement forms an integral
 part of this Report. The requisite certificate from the Auditors of the
 Company confirming compliance with the conditions of corporate
 governance is attached to the report on Corporate Governance.
 
 BUSINESS RESPONSIBILITY REPORT
 
 As stipulated under the Listing Agreement, the Business Responsibility
 report describing the initiatives taken by the Company from
 environmental, social and governance perspective is attached as part of
 the Annual Report.
 
 CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
 
 All contracts / arrangements / transactions entered by the Company
 during the financial year with related parties were in the ordinary
 course of business and on an arm's length basis. During the year, the
 Company had not entered into any contract / arrangement / transaction
 with related parties which could be considered material in accordance
 with the policy of the Company on materiality of related party
 transactions.
 
 The Policy on materiality of related party transactions and dealing
 with related party transactions as approved by the Board may be
 accessed on the Company's website at the link:
 http://www.ril.com/getattachment/007dfb3a-
 20aa-4b32-9a5b-ac51738bad00/Policy-on-Materiality-of-
 Related-Party-Transaction.aspx
 
 Your Directors draw attention of the members to Note 32 to the
 financial statement which sets out related party disclosures.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 The Corporate Social Responsibility and Governance Committee (CSR&G
 Committee) has formulated and recommended to the Board, a Corporate
 Social Responsibility Policy (CSR Policy) indicating the activities to
 be undertaken by the Company, which has been approved by the Board.
 
 The CSR Policy may be accessed on the Company's website at the link:
 http://www.ril.com/getattachment/
 d5fd70ef-e019-47e5-bb83-de2077874505/Corporate-
 Social-Responsibility-Policy.aspx
 
 The key philosophy of all CSR initiatives of the Company is guided by
 three core commitments of Scale, Impact and Sustainability.
 
 The Company has identified six focus areas of engagement which are as
 under:
 
 Rural Transformation: Creating sustainable livelihood solutions,
 addressing poverty, hunger and malnutrition.
 
 Health: Affordable solutions for healthcare through improved access,
 awareness and health seeking behaviour.
 
 Education: Access to quality education, training and skill enhancement.
 
 Environment: Environmental sustainability, ecological balance,
 conservation of natural resources.
 
 Protection of National Heritage, Art and Culture: Protection and
 promotion of India's art, culture and heritage.
 
 Disaster Response: Managing and responding to disaster.
 
 The Company would also undertake other need based initiatives in
 compliance with Schedule VII to the Act.
 
 During the year, the Company has spent Rs. 761 crore (around 2.85% of the
 average net profits of last three financial years) on CSR activities.
 
 The Annual Report on CSR activities is annexed herewith marked as
 Annexure II.
 
 RISK MANAGEMENT
 
 During the year, your Directors have constituted a Risk Management
 Committee which has been entrusted with the responsibility to assist
 the Board in (a) Overseeing and approving the Company's enterprise wide
 risk management framework; and (b) Overseeing that all the risks that
 the organization faces such as strategic, financial, credit, market,
 liquidity, security, property, IT, legal, regulatory, reputational and
 other risks have been identified and assessed and there is an adequate
 risk management infrastructure in place capable of addressing those
 risks. A Group Risk Management Policy was reviewed and approved by the
 Committee.
 
 The Company manages, monitors and reports on the principal risks and
 uncertainties that can impact its ability to achieve its strategic
 objectives. The Company's management systems, organisational
 structures, processes, standards, code of conduct and behaviors
 together form the Reliance Management System (RMS) that governs how the
 Group conducts the business of the Company and manages associated
 risks.
 
 The Company has introduced several improvements to Integrated
 Enterprise Risk Management, Internal Controls Management and Assurance
 Frameworks and processes to drive a common integrated view of risks,
 optimal risk mitigation responses and efficient management of internal
 control and assurance activities. This integration is enabled by all
 three being fully aligned across Group wide Risk Management, Internal
 Control and Internal Audit methodologies and processes.
 
 INTERNAL FINANCIAL CONTROLS
 
 The Company has in place adequate internal financial controls with
 reference to financial statements. During the year, such controls were
 tested and no reportable material weakness in the design or operation
 were observed.
 
 DIRECTORS AND KEY MANAGERIAL PERSONNEL
 
 In accordance with the provisions of the Act and the Articles of
 Association of the Company, Shri Hital R.  Meswani and Shri P.M.S.
 Prasad, Directors of the Company, retire by rotation at the ensuing
 Annual General Meeting and being eligible have offered themselves for
 re-appointment. Shri Mahesh P. Modi, Independent Director of the
 Company passed away in February 2015.  The Board places on record its
 deep appreciation for the valuable contribution made by him during his
 tenure as Director of the Company. Shri Maheswar Sahu, who was
 appointed as an additional director, demitted office as a Director
 effective March 30, 2015.
 
 During the year under review, the members approved the appointments of
 Smt. Nita M. Ambani as a non-executive Non-Independent Director who is
 liable to retire by rotation and of Shri Mansingh L. Bhakta, Shri
 Yogendra P. Trivedi, Dr. Dharam Vir Kapur, Prof. Ashok Misra, Prof.
 Dipak C. Jain, Dr. Raghunath A. Mashelkar and Shri Adil Zainulbhai as
 Independent Directors who are not liable to retire by rotation. The
 members have also re-appointed Shri Mukesh D. Ambani as the Managing
 Director and Shri Hital R. Meswani and Shri P.M.S. Prasad as whole-time
 directors, designated as executive directors.
 
 The Company has received declarations from all the Independent
 Directors of the Company confirming that they meet the criteria of
 independence as prescribed both under the Act and Clause 49 of the
 Listing Agreement with the Stock Exchanges.
 
 The Company has devised a Policy for performance evaluation of
 Independent Directors, Board, Committees and other individual Directors
 which includes criteria for performance evaluation of the non-executive
 directors and executive directors.
 
 The Company had engaged two consultants for looking at the best
 practices prevalent in the industry and advising with respect to
 evaluation of Board members. On the basis of recommendations of the
 consultants and the Policy for performance evaluation of Independent
 Directors, Board, Committees and other individual Directors, a process
 of evaluation was followed by the Board for its own performance and
 that of its Committees and individual Directors.
 
 The details of programmes for familiarisation of Independent Directors
 with the Company, their roles, rights, responsibilities in the Company,
 nature of the industry in which the Company operates, business model of
 the Company and related matters are put up on the website of the
 Company at the link:
 http://www.ril.com/getattachment/3b0559bd-20fd-4e3e-
 8a35-1c0a8f090224/Familiarisation-Programme-for-
 Independent-Director.aspx
 
 The following policies of the Company are attached herewith marked as
 Annexure IIIA and Annexure IIIB:
 
 a) Policy for selection of Directors and determining Directors
 independence; and
 
 b) Remuneration Policy for Directors, Key Managerial Personnel and
 other employees.
 
 EMPLOYEES' STOCK OPTION SCHEME
 
 The Human Resources, Nomination and Remuneration Committee of the Board
 of Directors of the Company, inter alia, administers and monitors the
 Employees' Stock Option Scheme of the Company in accordance with the
 applicable SEBI Guidelines.
 
 The applicable disclosures as stipulated under the SEBI Guidelines as
 on March 31, 2015 (cumulative position) with regard to the Employees'
 Stock Option Scheme (ESOS) are provided in Annexure IV to this Report.
 
 The issue of equity shares pursuant to exercise of options does not
 affect the Statement of Profit and Loss of the Company, as the exercise
 is made at the market price prevailing as on the date of the grant plus
 taxes as applicable.
 
 The Company has received a certificate from the Auditors of the Company
 that the Scheme has been implemented in accordance with the SEBI
 Guidelines and the resolution passed by the members. The certificate
 would be placed at the Annual General Meeting for inspection by
 members.
 
 Voting rights on the shares issued to employees under the ESOS are
 either exercised by them directly or through their appointed proxy.
 
 AUDITORS AND AUDITORS' REPORT Statutory Auditors
 
 M/s. Chaturvedi & Shah, Chartered Accountants, Deloitte Haskins & Sells
 LLP, Chartered Accountants and M/s. Rajendra & Co., Chartered
 Accountants, Statutory Auditors of the Company, hold office till the
 conclusion of the ensuing Annual General Meeting and are eligible for
 re-appointment. They have confirmed their eligibility to the effect
 that their re-appointment, if made, would be within the prescribed
 limits under the Act and that they are not disqualified for
 re-appointment.
 
 The Notes on financial statement referred to in the Auditors' Report
 are self-explanatory and do not call for any further comments. The
 Auditors' Report does not contain any qualification, reservation or
 adverse remark.
 
 Cost Auditors
 
 The Board has appointed the following cost auditors for conducting the
 audit of cost records of the Company for various segments for the
 financial year 2014-15:
 
 (i) For Textiles Business - M/s. Kiran J. Mehta & Co., Cost
 Accountants;
 
 (ii) For Chemicals Business - M/s. Diwanji & Associates, Cost
 Accountants, M/s. K.G. Goyal & Associates, Cost Accountants, M/s. V.J.
 Talati & Co., Cost Accountants, M/s. Kiran J. Mehta & Co., Cost
 Accountants,
 
 M/s. Bandyopadhyaya Bhaumik & Co., Cost Accountants, M/s. Shome &
 Banerjee, Cost Accountants and M/s. Dilip M. Malkar & Co., Cost
 Accountants;
 
 (iii) For Polyester Business - Shri Suresh D. Shenoy, Cost Accountant
 and M/s. V. Kumar & Associates, Cost Accountants;
 
 (iv) For Electricity Generation - M/s. Dilip M. Malkar & Co., Cost
 Accountants;
 
 (v) For Petroleum Business - M/s. V.J. Talati & Co., Cost Accountants;
 and
 
 (vi) For Oil & Gas Business - Shri Suresh D. Shenoy, Cost Accountant
 and M/s. Shome & Banerjee, Cost Accountants.
 
 M/s. Shome & Banerjee, Cost Accountants, were nominated as the
 Company's Lead Cost Auditor.
 
 Secretarial Auditor
 
 The Board has appointed Dr. K.R. Chandratre, Practising Company
 Secretary, to conduct Secretarial Audit for the financial year 2014-15.
 The Secretarial Audit Report for the financial year ended March 31,
 2015 is annexed herewith marked as Annexure V to this Report. The
 Secretarial Audit Report does not contain any qualification,
 reservation or adverse remark.
 
 DISCLOSURES:
 
 CSR&G Committee
 
 The CSR&G Committee comprises Shri Yogendra P. Trivedi (Chairman), Shri
 Nikhil R. Meswani, Dr. Dharam Vir Kapur and Dr. Raghunath A. Mashelkar
 as other members.
 
 Audit Committee
 
 The Audit Committee comprises Independent Directors namely Shri
 Yogendra P. Trivedi (Chairman), Dr. Raghunath A. Mashelkar and Shri
 Adil Zainulbhai as other members.  All the recommendations made by the
 Audit Committee were accepted by the Board.
 
 Vigil Mechanism
 
 The Vigil Mechanism of the Company, which also incorporates a whistle
 blower policy in terms of the Listing Agreement, includes an Ethics &
 Compliance Task Force comprising senior executives of the Company.
 Protected disclosures can be made by a whistle blower through an
 e-mail, or dedicated telephone line or a letter to the Task Force or to
 the Chairman of the Audit Committee.  The Policy on vigil mechanism and
 whistle blower policy may be accessed on the Company's website at the
 link: http://www.ril.com/getattachment/c5c2d3f9-8a4d-4075-
 830f-33d9917d05b4/Vigil-Mechanism-and-Whistle- Blower-Policy.aspx
 
 Meetings of the Board
 
 Seven meetings of the Board of Directors were held during the year. For
 further details, please refer report on Corporate Governance on page
 no. 128 of this Annual Report.
 
 Particulars of Loans given, Investments made, Guarantees given and
 Securities provided
 
 Particulars of loans given, investments made, guarantees given and
 securities provided along with the purpose for which the loan or
 guarantee or security is proposed to be utilized by the recipient are
 provided in the standalone financial statement (Please refer to Note
 11, 12, 13 and 37 to the standalone financial statement).
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo
 
 The particulars relating to conservation of energy, technology
 absorption, foreign exchange earnings and outgo, as required to be
 disclosed under the Act, are provided in Annexure VI to this Report.
 
 Extract of Annual Return
 
 Extract of Annual Return of the Company is annexed herewith as Annexure
 VII to this Report.
 
 Particulars of Employees and related disclosures
 
 In terms of the provisions of Section 197(12) of the Act read with
 Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014, a statement showing the names and
 other particulars of the employees drawing remuneration in excess of
 the limits set out in the said rules are provided in the Annual Report.
 
 Disclosures pertaining to remuneration and other details as required
 under Section 197(12) of the Act read with Rule 5(1) of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
 provided in the Annual Report.
 
 Having regard to the provisions of the first proviso to Section 136(1)
 of the Act and as advised, the Annual Report excluding the aforesaid
 information is being sent to the members of the Company. The said
 information is available for inspection at the registered office of the
 Company during working hours and any member interested in obtaining
 such information may write to the Company Secretary and the same will
 be furnished on request. The full Annual Report including the aforesaid
 information is being sent electronically to all those members who have
 registered their email addresses and is available on the Company's
 website.
 
 GENERAL
 
 Your Directors state that no disclosure or reporting is required in
 respect of the following items as there were no transactions on these
 items during the year under review:
 
 1. Details relating to deposits covered under Chapter V of the Act.
 
 2. I ssue of equity shares with differential rights as to dividend,
 voting or otherwise.
 
 3. Issue of shares (including sweat equity shares) to employees of the
 Company under any scheme save and except ESOS referred to in this
 Report.
 
 4. Neither the Managing Director nor the Whole-time Directors of the
 Company receive any remuneration or commission from any of its
 subsidiaries.
 
 5. No significant or material orders were passed by the Regulators or
 Courts or Tribunals which impact the going concern status and Company's
 operations in future.
 
 Your Directors further state that during the year under review, there
 were no cases filed pursuant to the Sexual Harassment of Women at
 Workplace (Prevention, Prohibition and Redressal) Act, 2013.
 
 ACKNOWLEDGEMENT
 
 Your Directors would like to express their sincere appreciation for the
 assistance and co-operation received from the financial institutions,
 banks, Government authorities, customers, vendors and members during
 the year under review. Your Directors also wish to place on record
 their deep sense of appreciation for the committed services by the
 Company's executives, staff and workers.
 
                       For and on behalf of the Board of Directors
 
                                                  Mukesh D. Ambani
 
                                    Chairman and Managing Director
 
 April 17, 2015
Source : Dion Global Solutions Limited
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