The Directors are pleased to present the Forty-second Annual Report and
the Company''s audited financial statement for the financial year ended
March 31, 2016.
The Company''s financial performance, for the year ended March 31, 2016
is summarised below:
Rs. crore US$ million* Rs. crore US$ million*
PROFIT BEFORE TAX 35,701 5,389 29,468 4,715
Less: Current Tax 7,802 1,178 6,124 980
Deferred Tax 482 73 625 100
PROFIT FOR THE YEAR 27,417 4,138 22,719 3,635
Add: Balance in
Profit and Loss
Account 10,168 2,108 9,326 1,973
SUB-TOTAL 37,585 6,246 32,045 5,608
to Fixed Assets - - 318 51
General Reserve 22,000 3,321 18,000 2,880
Dividend on Equity
Shares **3,095 467 2,944 471
Tax on dividend ***605 91 615 98
CLOSING BALANCE 11,885 2,367 10,168 2,108
* 1 US$ = Rs. 66.25 Exchange Rate as on March 31, 2016 (1 US$ = Rs.
62.50 as on March 31, 2015)
** Interim dividend
*** Net of reversal of excess provision of dividend distribution tax of
previous year of Rs. 17 crore
RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS
The highlights of the Company''s performance for the year ended March
31, 2016 are as under:
- Revenue from operations decreased by 26.3% to Rs. 2,51,241 crore
- Exports decreased by 35.8% to Rs. 1,46,855 crore (US.2 billion).
- PBDIT increased by 18.3% to Rs. 47, 721 crore (US.2 billion).
- Profit before Tax increased by 21.2% to Rs. 35,701 crore (US.4
- Cash Profit increased by 17.7% to Rs. 37,465 crore (US.7 billion).
- Net Profit increased by 20.7% to Rs. 27,417 crore (US.1 billion).
- Gross Refining Margin stood at US.8 / bbl for the year ended March
The consolidated revenue from operations of the Company for year ended
March 31, 2016 was down by 23.8% to Rs. 2,96,091 crore (US.7
billion). The decline in turnover reflects sharp fall in feedstock and
product prices during the year. Strong operating performance from the
refining and petrochemicals business led to higher operating profit.
Consolidated operating profit before other income and depreciation
increased by 18.4% on a year-on-year basis to Rs. 44,257 crore from Rs.
37,364 crore in the previous year. Profit after Tax was higher by 17.2%
at Rs. 27,630 crore as against Rs. 23,566 crore in the previous year.
The FY 2015-16 has been a year of outstanding achievement for
downstream hydrocarbon businesses, notwithstanding persisting global
economic uncertainty. Refining and petrochemicals business delivered
record operating and financial performance. Refining earnings before
interest and tax increased by 49.1% year-on-year basis to record level
of Rs. 23,598 crore, supported by seven year high Gross Refining Margin
and record crude throughput. During the year, Jamnagar refineries
processed 69.6 MMT of crude. The Company was able to capitalise on the
market conditions through its operational excellence, higher efficiency
and well executed strategies around crude sourcing and product
placement. The Petrochemicals business delivered strong earnings on the
back of strong polymer market and higher volumes.
The Company is nearing the end of the biggest capex cycle in its
history and in the history of the Indian corporate sector. The capital
expenditure on a consolidated basis for the year ended March 31, 2016
aggregated Rs. 1,12,995 crore (US.1 billion) including exchange rate
difference capitalisation. The capital expenditure was principally on
account of ongoing expansion projects in petrochemicals and refining
business at Jamnagar, Dahej and Hazira, Infocom and US Shale gas
During the year, the Company added significant volumes in the polyester
chain with the start-up of the 2.3 MMTPA Purified Terephthalic Acid
plants (PTA) and the 650 KTA Polyethylene Terephthalate plant (PET).
The PET resin plant is one of the largest bottle-grade PET resin
capacity at a single location globally, making the Company a leading
PET resin producer globally. The Company''s total PTA capacity has
increased to 4.65 Million Metric Tonnes per Annum (MMTPA), with a
global capacity share to 4%. The integration of the new PTA plant and
PET plant will provide significant logistical advantage to the Company.
PERFORMANCE DURING THE FIRST QUARTER ENDED JUNE 30, 2016
The Board of Directors approved the Company''s Unaudited Financial
Results (Standalone and Consolidated), based on the Indian Accounting
Standards (Ind-AS), for the quarter ended June 30, 2016 which are as
- Revenue from operations stood at Rs.59,493 crore (US.8 billion).
- PBDIT stood at Rs. 12,850 crore (US.9 billion).
- Profit before Tax stood at Rs. 9,976 crore (US.5 billion).
- Cash Profit stood at Rs. 9,734 crore (US.4 billion).
- Net Profit stood at Rs. 7,548 crore (US.1 billion).
- Gross Refining Margin stood at US.5 / bbl.
- Revenue from operations stood at Rs. 71,451 crore (US.6 billion).
- PBDIT stood at Rs. 13,589 crore (US.0 billion).
- Profit before Tax stood at Rs. 9,658 crore (US.4 billion).
- Cash Profit stood at Rs. 10,113 crore (US.5 billion).
- Net Profit stood at Rs. 7,113 crore (US.1 billion).
The Unaudited Financial Results for the first quarter are available on
the Company''s website at the link: http://www.ril.com/ Investor
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.
The Board of Directors on March 10, 2016, declared an interim dividend
of Rs.10.50 (i.e. @105%) on each fully paid equity share of Rs. 10/-,
which was paid to the members, whose names appeared on the Register of
Members of the Company on March 18, 2016.
Considering the capital requirement for ongoing business expansion, the
Board of Directors do not recommend any final dividend on the equity
shares and the interim dividend declared is the dividend on equity
shares of the Company for the financial year ended March 31, 2016. The
interim dividend declared and paid on equity shares including dividend
tax thereon aggregated Rs. 3,717 crore.
The dividend payout for the year under review is 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 Regulation 34 read with Schedule V to the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations), is
presented in a separate section forming part of the Annual Report.
The developments in business operations/performance of major
subsidiaries consolidated with the Company are as below:
NORTH AMERICAN SHALE GAS
The year under review was one of the most challenging years in recent
history for the Global Oil and Gas industry and for the North American
Shale players, as sustained fall in benchmark prices and continued high
benchmark drove weak realisation and proved to be strong headwind for
Financial performance of the Shale Gas business was impacted by strong
macro headwinds with sharply lower price realisation driven by weak
benchmark prices for Natural Gas (Henry Hub (HH)) and Condensate (WTI)
that tested multi-year lows during the year.
The Company focused on proactive hedging to mitigate pressures while
focusing simultaneously on export of Condensates that offer superior
Opex trends remained encouraging across JVs. Tight control over costs
and improvement efficiencies helped achieve sequential improvement in
lease operating costs and overheads. Absolute opex were lower by over
4% across JVs, but could offset the impact of lower prices only to some
Consequently, reflecting lower realisation, business Earnings Before
Interest, Tax, Depreciation and Amortisation (EBITDA) dropped by over
60% y-o-y to US9 million (excluding exceptional items) in CY 2015.
Shale Gas business continues to effectively manage current adverse
macro environment through disciplined investment and by realising
efficiency gains Operationally, the business continued its strong per
formance during CY 2015. The Shale Gas business effectively managed the
sharp downturn in prices through reduction in activity levels and
lowering costs. Focus was on liquidating existing well inventory to
bring more wells online than drilled and delivering wells at much lower
well costs. The Company is committed to ensuring preparedness for
ramp-up across JVs, when market conditions improve. Gross JV production
aggregated at ~1.26 BCFe/d for all 3 JVs and reflected a growth of 7%
over the levels achieved in CY 2014.
Reliance Retail Limited has further consolidated its leadership
position in the retail segment. Retail business continued its growth
momentum and achieved significant milestones in the year.
Retail business posted a turnover of Rs, 21,612 crore during the year
ended March 31, 2016 as against Rs, 17,640 crore during the previous
year registering a strong growth of 22.5%. The business delivered
record profits during the year with an EBIT of Rs, 506 crore as against
Rs, 417 crore in the previous year.
The superlative growth has been attained due to strong operating
discipline, focus on delivering differentiated product offering and
accelerated expansion into newer geographies.
Store opening continued during the year and Reliance Retail attained
the distinction of currently operating 3,383 stores.
Reliance Jio Infocomm Limited (Jio) is rolling out a state-of- the-art
pan India digital services business. Apart from fixed and wireless
broadband connectivity offering superior voice and data services on an
all-Internet Protocol (IP) network, Jio will also offer end-to-end
solutions encompassing the entire value chain across various digital
services in key domains such as education, healthcare, security,
communication, financial services, government-citizen interfaces and
Jio took significant strides this year in optimising by real-time
testing its service propositions across the country. RIL group
employees, channel partners and vendors were amongst the first to test
the true LTE experience as part of the employee launch. Results have
been positive with high consumption trends across data and voice.
Jio is present in all of the 29 states of India with a direct physical
presence in more than 18,000 urban and rural towns and over 1,50,000
villages. Jio has built the most sophisticated and one of the largest
telecom networks in the country. Jio already has the largest fiber
network and highest amount of LTE-ready spectrum as compared with the
current industry players.
Jio is the first telecom operator to hold pan India Unified License.
It holds 846.1 megahertz (MHz) of liberalised spectrum across the
800MHz, 1800MHz and 2300MHz bands. Jio has entered into agreements with
Reliance Communications Limited (RCOM) for change in spectrum allotment
in the 800MHz band from RCOM to Jio across 13 circles and sharing of
spectrum in the 800MHz band across 21 circles (4 circles are still
awaiting regulatory approval).
Jio plans to provide seamless 4G services using LTE technology in 800
MHz, 1800 MHz and 2300 MHz bands through an integrated ecosystem. This
combined spectrum footprint across frequency bands provides significant
network capacity and deep in- building coverage.
Currently the services are being used extensively by employees,
vendors, partners and associates as part of the successful employee
launch, which has till date resulted in over 15 lakh users on-boarded
on the network. These test services were made available to all such
users on trial basis with a view to obtain the feedback and progress
towards a smooth and seamless commercial launch.
MEDIA AND ENTERTAINMENT
Network18 Media & Investments Limited (Network18) delivered a strong
operating performance during FY 2015- 16. The operating revenues on a
consolidated basis stood at Rs. 3,403 crore, up by 8.8% from Rs. 3,127
crore in FY 2014-15. It continued to grow profitably, achieving an EBIT
of Rs.182 crore for FY 2015-16 consolidated, up by 27.3% from Rs. 143
crore in FY 2014-15.
Network18 continued to witness strong growth in its digital media
content. It attracted over 20 million unique visitors per month through
the year. Greater internet and mobile penetration has helped in
achieving rapid growth of online media channels like Firstpost,
Moneycontrol, BookMyShow, IBNLive and News18 websites in the broadcast
business. Financial news channels retained their dominant leadership
position in India, continuing to be the No.1 financial news channels in
their genres. One new channel in English general entertainment was
launched during the year while regional channels were rebranded.
Network18 rebranding exercise has started bearing results with Colors
emerging as India''s No.1 pay channel with a viewership share of 13% in
The Company''s financial discipline and prudence is reflected in the
strong credit ratings ascribed by rating agencies as given below:
Agency Rating Outlook Remarks
Debt S&P BBB Stable Two notches above
Debt Moody''s Baa2 Stable One notch above
Long Term Debt CRISIL CRISIL
AAA Stable Highest rating
awarded by CRISIL
Long Term Debt India
rating Ind AAA Stable Highest rating
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Companies Act, 2013 (the Act) and Accounting
Standard (AS) - 21 on Consolidated Financial Statement 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 statement containing the salient features of the financial statement
of subsidiary/ associate/ joint venture companies is provided as
Annexure A to the consolidated financial statement and therefore not
repeated to avoid duplication.
The audited financial statement including the consolidated financial
statement of the Company and all other documents required to be
attached thereto may be accessed on the Company''s website at the link:
http://www.ril.com/InvestorRelations/ FinancialReporting.aspx The
financial statements of each of the subsidiary may also be accessed on
the Company''s website at the link:
http://www.ril.com/InvestorRelations/Downloads.aspx These documents
will also be available for inspection on all working days i.e. except
Saturdays, Sundays and Public Holidays at the Registered Office of the
The Company has formulated a policy for determining material
subsidiaries. The policy may be accessed at the link:
DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2016, 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 judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2016 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
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.
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by the Securities and Exchange Board of India (SEBI). The Company has
also implemented several best Corporate Governance practices as
prevalent globally. The report on Corporate Governance as stipulated
under the Listing Regulations 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 Regulations, the Business
Responsibility Report describing the initiatives taken by the Company
from an environmental, social and governance perspective is attached as
part of Annual Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year, the Company acquired 18,00,000 Ordinary Shares of
Reliance Global Business B.V., Netherlands (wholly- owned indirect
subsidiary) from Reliance Industrial Investments and Holdings Limited
(wholly-owned direct subsidiary) at par value for a total consideration
of Euro 18,000 equivalent to Rs. 13.50 lakh with the approval granted
by the Audit Committee and Board of Directors on March 10, 2016 and
March 25, 2016, respectively. All other contracts / arrangements /
transactions entered by the Company during the financial year with
related parties were in the ordinary course of business and at an arm''s
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 on dealing
with related party transactions as approved by the Board may be
accessed on the Company''s website at the link: http://
There are no materially significant related party transactions that may
have potential conflict with interest of the Company at large.
Members may refer to Note 31 to the financial statement which sets out
related party disclosures pursuant to AS - 18.
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:
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 following focus areas for CSR engagement:
- Rural Transformation: Creating sustainable livelihood solutions,
addressing poverty, hunger and malnutrition.
- Environment: Environmental sustainability, ecological balance,
conservation of natural resources and promoting bio-diversity
- Health: Afordable solutions for healthcare through improved access,
awareness and health seeking behavior.
- Education and Sports: Access to quality education, training and skill
enhancement, building sports & skills in young students.
- Disaster Response: Managing and responding to disaster.
- Art, Heritage and Culture: Protection and promotion of India''s art,
culture and heritage.
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. 652 crore (around 2.34% of
the average net profits of last three financial years) on CSR
activities as against the statutory requirement of Rs. 558 crore i.e.
2% of the average net profits of last three financial years.
The annual report on CSR activities is annexed herewith marked as
Your Company has an elaborate Group Risk Management Framework, which is
designed to enable risks to be identified, assessed and mitigated
appropriately. The Risk Management Committee of the Company 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 organisation faces such
as 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.
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 structure,
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.
During the year, the Risk Management Committee reviewed the most
significant risks for the Group with the respective risk owners. The
Company continues to integrate 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 methodologies, processes and systems.
More details on Risk Management indicating development and
implementation of Risk Management policy including identification of
elements of risk and their mitigation are covered in Management''s
Discussion and Analysis, which forms part of this Report.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls, with
reference to financial statement. It has established the Reliance
Management System (RMS), an integrated framework for managing risks and
internal controls. The internal financial controls have been
documented, digitised and embedded in the business processes. Such
controls have been assessed during the year under review and were
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of
Association of the Company, Shri Nikhil R. Meswani and Shri Pawan Kumar
Kapil, Directors of the Company, retire by rotation at the ensuing
Annual General Meeting and being eligible have offered themselves for
The members approved the appointment of Shri Raminder Singh Gujral as
an Independent Director with effect from June 12, 2015.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence prescribed under the Act and the Listing Regulations.
The Company has devised a Policy for performance evaluation of the
Board, Committees and other individual Directors (including Independent
Directors) which includes criteria for performance evaluation of the
Non-executive Directors and Executive Directors. The evaluation process
inter-alia considers attendance of Directors at Board and Committee
meetings, effective participation, domain knowledge, compliance with
code of conduct, vision and strategy, benchmarks established by global
The Company had engaged an external agency to carry out the Board
Effectiveness Survey for the Financial Year 2015-16. The responses on
Board Effectiveness Survey received from each Board member were
compiled and a report thereon was submitted by the agency. The results
were arrived at by the agency after analysing the responses with their
database encompassing 1000 Board surveys. The Company''s Board was
evaluated as ''Striving Board'', which is the highest rating for the
performance of the Board considering the time commitment of the Board
and the value addition done by it.
The Board carried out annual performance evaluation of the Board
Committees and Individual Directors, internally. The Chairman of the
respective Board Committees shared the report on evaluation with the
respective Committee members. The performance of each Committee was
evaluated by the Board, based on report on evaluation received from
respective Board Committees.
The performance evaluation of the Chairman and Non- Independent
Directors was carried out by Independent Directors. The reports on
performance evaluation of the Individual Directors were reviewed by the
Human Resources, Nomination and Remuneration Committee and the Chairman
of the Board held discussions with each Board member and provided
feedback to them on the evaluation outcome.
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
b) Remuneration Policy for Directors, Key Managerial Personnel and
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 which is in accordance
with the applicable SEBI Regulations.
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
of options is made at the market price prevailing as on the date of the
grant plus taxes as applicable.
There is no material change in Employees'' Stock Option Scheme during
the year under review and the Scheme is in line with the SEBI (Share
Based Employee Benefits) Regulations, 2014 (SBEB Regulations). The
Company has received a certificate from the Auditors of the Company
that the Scheme has been implemented in accordance with the SBEB
Regulations and the resolution passed by the members. The certificate
would be placed at the Annual General Meeting for inspection by
Voting rights on the shares issued to employees under the Employees''
Stock Option Scheme are either exercised by them directly or through
their appointed proxy.
The details as required to be disclosed under the SBEB Regulations are
available on the Company''s website at the link:
AUDITORS AND AUDITORS'' REPORT STATUTORY AUDITORS
As per the provisions of the Act, M/s. Chaturvedi & Shah, Chartered
Accountants, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants
and M/s. Rajendra & Co., Chartered Accountants, Statutory Auditors of
the Company upon their re-appointment at the ensuing Annual General
Meeting will hold office till the conclusion of the Forty-third Annual
General Meeting to be held in the year 2017. 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, adverse remark or disclaimer.
Keeping in view the requirements set out in the Act, the Board of
Directors has identified M/s S R B C & CO LLP, Chartered Accountants,
who have confirmed their willingness, as one of the prospective
auditors to conduct audit of the Company''s financial statement from the
financial year 2017-18, subject to meeting the eligibility conditions
stipulated under the Act. Their appointment will be proposed and
considered in the Annual General Meeting of the Company to be held in
the year 2017.
The Board has appointed the following cost auditors for conducting the
audit of cost records of the Company for various segments for the FY
(i) For Textiles Business - M/s. Kiran J. Mehta & Co., Cost
(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, M/s. Dilip M. Malkar & Co., Cost
Accountants and Shri Suresh D. Shenoy, Cost Accountant;
(iii) For Polyester Business - Shri Suresh D. Shenoy, Cost Accountant,
M/s. V. Kumar & Associates, Cost Accountants and M/s V.J. Talati & Co.,
(iv) For Electricity Generation - M/s. Dilip M. Malkar & Co., Cost
(v) For Petroleum Business – Shri Suresh D. Shenoy, Cost Accountant;
(vi) For Oil & Gas Business – M/s V.J. Talati & Co., Cost Accountants
and M/s. Shome & Banerjee, Cost Accountants.
M/s. Shome & Banerjee, Cost Accountants, were nominated as the
Company''s Lead Cost Auditors.
The Board has appointed Dr. K.R. Chandratre, Practising Company
Secretary, to conduct Secretarial Audit for the FY 2015-16. The
Secretarial Audit Report for the financial year ended March 31, 2016 is
annexed herewith marked as Annexure IV to this Report. The Secretarial
Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.
DISCLOSURES MEETINGS OF THE BOARD
Six meetings of the Board of Directors were held during the year. The
particulars of number of meetings held and attended by each Director
are detailed in the Corporate Governance Report, which forms part of
The Audit Committee comprises Independent Directors namely Shri
Yogendra P. Trivedi (Chairman), Dr. Raghunath A. Mashelkar, Shri Adil
Zainulbhai and Shri Raminder Singh Gujral. During the year, all the
recommendations made by the Audit Committee were accepted by the Board.
CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE (CSR&G)
The Corporate Social Responsibility and Governance Committee comprises
Shri Yogendra P. Trivedi (Chairman), Shri Nikhil R. Meswani, Dr. Dharam
Vir Kapur and Dr. Raghunath A. Mashelkar.
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Regulations, 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 vigil mechanism and whistle
blower policy may be accessed on the Company''s website at the link:
http://www. ril.com/Investor Relations/Downloads.aspx
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
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 utilised by the recipients are
provided in the standalone financial statement (Please refer to Notes
11, 12, 13, 17, 31 and 36 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 V to this Report.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure
VI 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,
which forms part of this Report.
Disclosures relating 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, which forms part of this 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.
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:
- Details relating to deposits covered under Chapter V of the Act.
- Issue of equity shares with differential rights as to dividend,
voting or otherwise.
- Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and except Employees'' Stock Option Scheme
referred to in this Report.
- The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit
- Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its
- 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.
- No fraud has been reported by the Auditors to the Audit Committee or
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
Mumbai, July 15, 2016