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Explore Reliance connections « Mar 10
Directors Report Year End : Mar '11
The Directors are pleased to present the 37th Annual Report and the
 audited accounts for the financial year ended March 31, 2011.
 
 Financial Results
 
 The financial performance of the Company, for the year ended March 31,
 2011 is summarised below:
 
                                     2010-2011         2009-2010
                                Rs. crore $ Mn*        Rs. crore    $ Mn*
 Profit before Depreciation,
 
 Interest & Tax                41,177.44    9,234       33,041.18   7,359
 
 Less: Interest                 2,327.62      522        1,997.21     445
 
 Depreciation      16,241.33                      13,477.01
 
 Less:  Transfer from
 
 Revaluation 
 Reserve            2,633.75  13,607.58    3,051 2,980.48 10,496.53 2,338
 
 Profit before Tax            25,242.24    5,661          20,547.44 4,576
 
 Less:  Provision 
 for Current 
 Taxation                      4,320.44      969           3,111.77   693
 
 Provision for 
 Deferred Tax                    635.50      143           1,200.00   267
 
 Profit after Tax             20,286.30    4,549          16,235.67 3,616
 
 Add:   Balance in 
 Profit and
 Loss Account                  4,999.45    1,114           5,384.19 1,199
 
 Amount Available 
 for Appropriation            25,285.75    5,663          21,619.86 4,815
 
 Appropriation:
 
 General Reserve              16,000.00    3,588          14,000.00 3,118
 
 Debenture Redemption 
 Reserve                            -        -               189.50    42
 
 Dividend on Equity Shares     2,384.99      535           2,084.67   464
 
 Tax on Dividend                 386.90       87             346.24    77
 
 Balance carried to 
 Balance Sheet                 6,513.86    1,453           4,999.45 1,114
 
                              25,285.75    5,663          21,619.86 4,815
 
 * 1 $ = Rs. 44.595 Exchange Rate as on March 31, 2011 (1 $ = Rs. 44.90
 as on March 31, 2010)
 
 Results of Operations
 
 The first full year of operations, after commissioning of the Companys
 two large scale projects namely KG D6 and SEZ refinery at Jamnagar,
 resulted in a record performance during the financial year under
 review.
 
 - Turnover increased by 29% to Rs. 2,58,651 crore ($ 58.0 billion)
 
 - Exports increased by 33% to Rs. 1,46,667 crore ($ 32.9 billion)
 
 - PBDIT increased by 25% and achieved a record level of Rs.41,178 crore
 ($ 9.2 billion)
 
 - Profit Before Tax increased by 23% to Rs. 25,242 crore ($ 5.7
 billion)
 
 - Cash Profit increased by 24% to Rs. 34,530 crore ($ 7.7 billion)
 
 - Net Profit increased by 25% to Rs. 20,286 crore ($ 4.5 billion)
 
 - Gross Refining Margin at $ 8.4 /bbl for the year ended March 31, 2011
 
 The Company is one of Indias 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. 28,719 crore ($
 6.4 billion) was paid in the form of various taxes and duties.
 
 Dividend
 
 Your Directors have recommended a dividend of Rs. 8/- per Equity Share
 (last year Rs. 7/- per Equity Share) for the financial year ended March
 31, 2011, amounting to Rs. 2772 crore (inclusive of tax of Rs. 387
 crore) one of the highest ever payout by any private sector domestic
 company. The dividend will be paid to members whose names appear in the
 Register of Members as on May 9, 2011; 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.
 
 The dividend payout for the year under review has been formulated in
 accordance with the Companys policy to pay sustainable dividend linked
 to long term growth objectives of the Company to be met by internal
 cash accruals and the shareholders aspirations.
 
 Credit Rating
 
 The Company continues to have the highest domestic credit ratings of
 AAA from CRISIL and Fitch. Moodys and S&P have reaffirmed investment
 grade ratings for international debt of the Company, as Baa2 and BBB,
 respectively. Its continued Balance Sheet strengthning in financial
 year 2010-11, resulted in Moodys, Fitch and S&P recently upgrading
 their outlook for the Company from Stable to Positive. The Companys
 international rating from S&P is higher than the countrys sovereign
 rating.  Strong credit ratings by leading international agencies
 reflect the Companys financial discipline and prudence.
 
 Managements Discussion and Analysis Report
 
 Managements 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 Company has entered into various joint ventures, partnerships and
 contracts in the area of oil and gas, refining and petrochemicals
 businesses. While benefits from such contracts will accrue in future
 years, their progress is periodically monitored.
 
 In line with its aspirations of ongoing growth, Reliance is investing
 its resources in core business across the
 
 integrated energy chain. While doing so, the Company is also taking the
 initiative of investing in new technologies and businesses that help
 meet changing aspirations of millions of Indian consumers. These
 strategies and initiatives are aimed at ensuring that Reliance delivers
 long- term sustainable growth and creates unprecedented value for all
 its stakeholders.
 
 Some of the major events of the year include the following:
 
 - RIL-BP alliance:
 
 RIL has entered into a strategic partnership with BP and signed the
 relationship framework and transactional agreements. The partnership
 across the full value chain comprises BP taking a 30% stake in 23 oil
 and gas production sharing contracts that Reliance operates in India,
 including the producing KG-D6 block. The two companies will also form a
 50:50 joint venture for the sourcing and marketing of gas in India and
 will endeavour to accelerate the creation of infrastructure for
 receiving, transporting and marketing of natural gas in India. BP will
 pay an aggregate consideration of $ 7.2 billion for the interests to be
 acquired in the 23 production sharing contracts. Future performance
 payments of up to $ 1.8 billion could be paid based on exploration
 success that results in development of commercial discoveries.
 
 - Shale gas joint ventures:
 
 During the year, the Company, through its subsidiaries, in the United
 States of America entered into three distinctive joint venture
 agreements with Atlas Energy, Pioneer Natural Resources and Carrizo Oil
 & Gas and acquired 40%, 45% and 60% interests, respectively in the
 shale gas acreage positions to be explored by these joint ventures. The
 net Shale acreage acquisition by Reliance is 3,12,430 acres. It also
 entered in to a separate joint venture with Pioneer Natural Resources
 aimed at addressing the mid-stream opportunity in gas evacuation and
 transportation.
 
 - Joint venture for Butyl Rubber production in India:
 
 During the year, RIL and Russias SIBUR announced a joint venture for
 the setting up of a facility for producing 100,000 MT butyl rubber in
 India. This is a significant step towards Reliances commitment to
 service Indias growing automotive sector by bringing in complex
 technologies, available with only a very few companies globally. The
 setting up of domestic manufacturing of butyl rubber which is expected
 to be commissioned by 2013, will fulfill a longstanding demand of the
 Indian tyre and rubber industry.
 
 - Spearheading the knowledge revolution:
 
 During the year, RIL acquired a substantial stake in
 
 Infotel Broadband Services Limited (Infotel Broadband), which emerged
 as a successful bidder in all the 22 circles of the auction for
 Broadband Wireless Access (BWA) Spectrum conducted by the Department of
 Telecommunications (DoT). RIL owns 95% of the equity share capital of
 Infotel Broadband.
 
 RIL sees the broadband opportunity as a new frontier of knowledge
 economy in which it is confident of taking leadership position and
 providing India with an opportunity to be in the forefront among the
 countries providing world-class 4G network and services.
 
 Others:
 
 The Honorable Supreme Court of India delivered its judgment in the
 Reliance Natural Resources Limited (RNRL) - RIL dispute. The judgment
 recognized the dominant role of the provisions of the Production
 Sharing Contract and upheld the policies formulated by the Government
 under which it has the authority to regulate the production and
 distribution of natural gas. RIL and RNRL signed a Gas Supply Master
 Agreement in compliance with the Gas Utilization Policy and EGoM
 decisions. RIL and Reliance ADA Group companies approved and signed an
 agreement canceling all existing non-compete arrangements entered into
 between the two groups pursuant to the scheme of reorganization of the
 Reliance Group and entered into a new simpler, non-compete agreement
 with respect to gas based power generation.
 
 Consolidated Financial Statements
 
 In accordance with the Accounting Standard AS-21 on Consolidated
 Financial Statements read with Accounting Standard AS-23 on Accounting
 for Investments in Associates and AS-27 on Financial Reporting of
 Interest in Joint Ventures, the audited Consolidated Financial
 Statements are provided in the Annual Report.
 
 Subsidiaries
 
 In accordance with the general circular issued by the Ministry of
 Corporate Affairs, Government of India, the Balance Sheet, Profit and
 Loss Account and other documents of the subsidiary companies are not
 being attached with the Balance Sheet of the Company. The Company will
 make available the Annual Accounts of the subsidiary companies and the
 related detailed information to any member of the Company who may be
 interested in obtaining the same. The annual accounts of the subsidiary
 companies will also be kept open for inspection at the Registered
 Office of the Company and that of the respective subsidiary companies.
 The Consolidated Financial Statements presented by the Company include
 the financial results of its subsidiary companies.
 
 Details of major subsidiaries of the Company are covered in
 Managements Discussion and Analysis Report forming part of the Annual
 Report.
 
 Directors
 
 Shri Ramaniklal H. Ambani, Shri Nikhil R. Meswani, Prof.  Ashok Misra
 and Shri Yogendra P. Trivedi, Directors, retire by rotation and being
 eligible, offer themselves for reappointment at the ensuing Annual
 General Meeting.
 
 Group
 
 Pursuant to intimation from the Promoters, the names of the Promoters
 and entities comprising the group are disclosed in the Annual Report
 for the purpose of the SEBI (Substantial Acquisition of Shares and
 Takeovers) Regulations, 1997.
 
 Directors Responsibility Statement
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors Responsibility Statement, it is
 hereby confirmed that :
 
 (i) in the preparation of the annual accounts for the year ended March
 31, 2011, the applicable accounting standards read with requirements
 set out under Schedule VI to the Companies Act, 1956, have been
 followed and there are no material departures from the same;
 
 (ii) 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, 2011 and of the profit of the Company
 for the year ended on that date;
 
 (iii) the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities; and
 
 (iv) the Directors have prepared the annual accounts of the Company on
 a going concern basis.
 
 Auditors and Auditors Report
 
 M/s. Chaturvedi & Shah, Chartered Accountants, M/s.  Deloitte Haskins &
 Sells, Chartered Accountants and M/s. Rajendra & Co., Chartered
 Accountants, Statutory Auditors of the Company, hold office until the
 conclusion of the ensuing Annual General Meeting and are eligible for
 reappointment.
 
 The Company has received letters from all of them to the effect that
 their reappointment, if made, would be within the prescribed limits
 under Section 224(1B) of the
 
 Companies Act, 1956 and that they are not disqualified for
 reappointment within the meaning of Section 226 of the said Act.
 
 The Notes on Accounts referred to in the Auditors Report are
 self-explanatory and do not call for any further comments.
 
 Cost Auditors
 
 The Central Government has approved the appointment of the following
 cost auditors for conducting Cost Audit for the financial year 2010-11
 –
 
 (i) For the textiles business - M/s. Kiran J. Mehta & Co, Cost
 Accountant;
 
 (ii) For the chemicals business – Shri S. N.  Bavadekar,
 
 Cost Accountant, M/s. V. J. Talati & Co., Cost
 
 Accountants, M/s. Diwanji & Associates, Cost
 
 Accountants, M/s. K. G. Goyal & Associates, Cost Accountants; and
 
 (iii) For the polyester business – Shri Suresh D. Shenoy,
 
 Cost Accountant, M/s. V. Kumar & Associates, Cost Accountants.
 
 Secretarial Audit Report
 
 As a measure of good corporate governance practice, the Board of
 Directors of the Company appointed Dr. K.R.  Chandratre, Practicing
 Company Secretary, to conduct Secretarial Audit of records and
 documents of the Company. The Secretarial Audit Report for the
 financial year ended March 31, 2011, is provided in the Annual Report.
 
 The Secretarial Audit Report confirms that the Company has complied
 with all the applicable provisions of the Companies Act, 1956,
 Depositories Act, 1996, Listing Agreements with the Stock Exchanges,
 Securities Contracts (Regulation) Act, 1956 and all the Regulations and
 Guidelines of SEBI as applicable to the Company, including the
 Securities and Exchange Board of India (Substantial Acquisition of
 Shares and Takeovers) Regulations, 1997, the Securities and Exchange
 Board of India (Prohibition of Insider Trading) Regulations, 1992 and
 the Securities and Exchange Board of India (Employee Stock Option
 Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.
 
 Particulars of Employees
 
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of the employees are set out
 in the annexure to the Directors Report. Having regard to the
 provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report
 excluding the aforesaid information is being sent to all the members of
 the Company and others entitled thereto. Any member interested in
 obtaining such particulars may write to the Company Secretary at the
 registered office of the Company.
 
 Energy Conservation, Technology Absorption and Foreign Exchange
 Earnings and Outgo
 
 The particulars relating to energy conservation, technology absorption,
 foreign exchange earnings and outgo, as required to be disclosed under
 Section 217(1)(e) of the Companies Act, 1956 read with the Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules,
 1988 are provided in the Annexure-I to this Report.
 
 Transfer of amounts to Investor Education and Protection Fund
 
 Pursuant to the provisions of Section 205A(5) of the Companies Act,
 1956, dividends, interest on debentures and matured debentures which
 remained unpaid or unclaimed for a period of 7 years have been
 transferred by the Company to the Investor Education and Protection
 Fund.
 
 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 Clause 49 of the
 Listing Agreement forms part of the Annual Report.
 
 The requisite Certificate from the Auditors of the Company confirming
 compliance with the conditions of Corporate Governance as stipulated
 under the aforesaid Clause 49, is attached to this Report.
 
 Acknowledgement
 
 Your Directors would like to express their 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
 executives, staff and workers of the Company.
 
 For and on behalf of the Board of Directors
 
 Mukesh D. Ambani
 
 Chairman and Managing Director
 
 April 21, 2011
 
 
Source : Dion Global Solutions Limited
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