Reliance Industries Directors Report, Reliance Reports by Directors

Reliance Industries

BSE: 500325|NSE: RELIANCE|ISIN: INE002A01018|SECTOR: Refineries
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Directors Report Year End : Mar '16    « Mar 15
Dear Members,
 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:
                              2015-16                    2014-15
                     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 
 Adjustment relating 
 to Fixed Assets            -             -           318           51
 Transferred to 
 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
 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
 (US.9 billion).
 - 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
 31, 2016.
 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.
 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: Investor
 Relations/Financial Reporting.aspx
 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 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:
 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
 the industry.
 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.
 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
 December 2015.
 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
 Debt              S&P        BBB        Stable      Two notches above
                                                     India''s sovereign
 Debt              Moody''s    Baa2       Stable      One notch above
                                                     India''s sovereign 
 Long Term Debt    CRISIL     CRISIL   
                              AAA        Stable      Highest rating 
                                                     awarded by CRISIL
 Long Term Debt    India 
                   rating     Ind AAA    Stable      Highest rating 
                                                     awarded by
                                                     India Rating
 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.
 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: FinancialReporting.aspx The
 financial statements of each of the subsidiary may also be accessed on
 the Company''s website at the link: 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:
 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.
 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.
 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
 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 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.
 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
 Annexure II.
 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.
 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
 operating effectively.
 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
 peers, etc.
 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
 independence; and
 b) Remuneration Policy for Directors, Key Managerial Personnel and
 other employees.
 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:
 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.,
 Cost Accountants;
 (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.
 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
 this Report.
 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.
 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. Relations/Downloads.aspx
 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).
 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 of the Company is annexed herewith as Annexure
 VI to this Report.
 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
 of employees.
 - 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
 the Board.
 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
Source : Dion Global Solutions Limited
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