Moneycontrol
SENSEX NIFTY
Reliance Industries Directors Report, Reliance Reports by Directors
YOU ARE HERE > MONEYCONTROL > MARKETS > REFINERIES > DIRECTORS REPORT - Reliance Industries

Reliance Industries

BSE: 500325|NSE: RELIANCE|ISIN: INE002A01018|SECTOR: Refineries
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
LIVE
BSE
Jul 25, 16:00
1603.35
-12.75 (-0.79%)
VOLUME 281,744
LIVE
NSE
Jul 25, 15:59
1602.15
-13.1 (-0.81%)
VOLUME 4,585,979
Array
Download Annual Report PDF Format 2016 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '17    Mar 16

Dear Members,

The Board of Directors are pleased to present the Company''s Fortieth Annual Report (Post-IPO) and the Company''s audited financial statements (standalone and consolidated) for the financial year ended March 31, 2017.

FINANCIAL RESULTS

The Company''s financial performance for the year ended March 31, 2017 is summarized below:

STANDALONE

CONSOLIDATED

2016-17

2015-16

2016-17

2015-16

Rs, crore

US$

million1

Rs, crore

US$

million*

Rs, crore

US$

million*

Rs, crore

US$

million*

PROFIT BEFORE TAX

40,777

6,288

36,016

5,436

40,034

6,173

38,737

5,847

Less: Current Tax

8,333

1,285

7,801

1,177

8,880

1,369

8,042

1,214

Deferred Tax

1,019

157

831

125

1,321

204

834

126

PROFIT FOR THE YEAR

31,425

4,846

27,384

4,134

29,833

4,600

29,861

4,507

Add: Other Comprehensive Income

2,192

338

838

126

1,827

282

946

143

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

33,617

5,184

28,222

4,260

31,660

4,882

30,807

4,650

Less: Total Comprehensive Income attributable to Non Controlling Interest

-

-

-

-

(64)

(10)

111

17

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO OWNERS OF THE COMPANY

33,617

5,184

28,222

4,260

31,724

4,892

30,696

4,633

Add: Balance in Profit and Loss Account (Adjusted)

25,679

4,638

26,716

4,794

7,851

1,393

7,268

1,304

Add: Transferred from Capital Reserve Account

-

-

-

-

-

-

839

127

Add: On account of Amalgamation / Disposal of Subsidiaries

-

-

-

-

(252)

(39)

(65)

(10)

Add: Movement in Other Comprehensive Income

-

-

(1,589)

(240)

SUB-TOTAL

59,296

9,822

54,938

9,054

39,323

6,246

37,149

5,814

LESS: APPROPRIATION

Transferred to Statutory Reserve

-

-

-

-

66

10

35

5

Transferred to General Reserve

24,790

3,823

22,000

3,321

24,790

3,823

22,000

3,321

Transferred to Capital Redemption Reserve

-

-

-

-

-

-

1

0

Transferred to Debenture Redemption Reserve

-

-

-

-

-

-

3

0

Dividend on Equity Shares

-

-

6,039

911

-

-

6,039

911

Tax on dividend

-

-

1,220

184

-

-

1,220

184

CLOSING BALANCE (INCLUDING OTHER COMPREHENSIVE INCOME)

34,506

5,999

25,679

4,638

14,467

2,413

7,851

1,393

INDIAN ACCOUNTING STANDARD

The Ministry of Corporate Affairs (MCA) on February 16,

2015, notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from April 1, 2016 with a transition date of April 1, 2015. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (the Act) read with Rule 7 of the Companies (Accounts) Rules, 2014.

Ind AS is applicable to the Company from April 1, 2016.

The reconciliations and descriptions of the effect of the transition from previous GAAP to Ind AS have been set out in Note 41 in the notes to accounts in the standalone financial statement and in Note 42 in the notes to accounts in the consolidated financial statement.

RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

THE HIGHLIGHTS OF THE COMPANY''S PERFORMANCE (STANDALONE) FOR THE YEAR ENDED MARCH 31, 2017 ARE AS UNDER:

Revenue from operations increased by 5.5 % to Rs, 2,65,041 crore (US$ 40.9 billion).

Exports increased 0.6% to Rs, 1,47,755 crore (US$ 22.8 billion).

PBDIT increased by 10.2% to Rs, 51,965 crore (US$ 8.0 billion).

Profit before Tax increased by 13.2 % to Rs, 40,777 crore (US$ 6.3 billion).

Cash Profit increased by 11.2% to Rs, 40,909 crore (US$ 6.3 billion).

Net Profit increased by 14.8 % to Rs, 31,425 crore (US$ 4.8 billion).

Gross Refining Margin stood at US$ 11.0 / bbl for the year ended March 31, 2017.

FINANCIAL PERFORMANCE REVIEW AND ANALYSIS (CONSOLIDATED)

The Company achieved a consolidated turnover of Rs, 3,30,180 crore (US$ 50.9 billion) for the year ended March 31, 2017, an increase of 12.6%, as compared to Rs, 2,93,298 crore in the previous year. Increase in revenue is primarily on account of increase in prices of refining and petrochemical products partially offset by lower volumes from E&P business. Turnover was also boosted by robust growth in retail business which recorded a 60.2% surge in turnover to Rs, 33,765 crore.

Brent crude oil price averaged US$ 48.6/bbl in FY2016-17 as compared to US$ 47.5/bbl in the previous year. Exports (including deemed export) from India were marginally higher at Rs, 1,47,755 crore (US$ 22.8 billion) as against Rs, 1,46,855 crore in the previous year.

During FY 2016-17, the Company took significant steps towards completion of the ongoing hydrocarbon projects with the commissioning of Para-xylene (PX) plant at Jamnagar, making it the 2nd largest producer of PX globally. During the year, the Company completed the world''s largest and most complex ethane project. It commissioned ethane receipt and handling facilities at its Dahej manufacturing facilities in a record time of less than three years. The Refinery Off-Gas Cracker (ROGC) and downstream projects as well as gasification linked to DTA refinery achieved the installation and mechanical completion during the year and pre-commissioning and start up activities are in full swing. The installation and mechanical completion for the gasification linked to the Company''s SEZ refinery has also been substantially achieved. The completion of the hydrocarbon capex cycle will significantly enhance the Company''s cash flows and impart a high degree of stability to its earnings stream.

DIVIDEND

The Board of Directors has recommended a dividend of Rs, 11/-(that is, 110%) per equity share of ''10/- each (last year Rs, 10.50 per equity share) for the financial year ended March 31, 2017 amounting to Rs, 3,916 crore (inclusive of dividend distribution tax of Rs, 661 crore). The dividend payment is subject to approval of members at the ensuing Annual General Meeting.

The dividend payout is in accordance with the Company''s Dividend Distribution Policy.

The Dividend Distribution Policy of the Company is annexed herewith as Annexure I to this Report.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report. There has been no change in the nature of business of the Company.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under 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:

REFINING & MARKETING BUSINESS

The revenue from the R&M segment increased y-o-y to Rs, 2,50,833 crore (US.7 billion), reflecting higher average oil prices and volumes during the year. Refining EBIT increased by 6.5% y-o-y to a record level of Rs, 25,056 crore (US$ 3.9 billion), supported by strong product demand, lower freight rates and effective crude sourcing and robust risk management.

At US.0/bbl, refining margins were at an 8 (eight) year high. Premium over Singapore GRM was also at an 8 (eight) year high of US.2/bbl.

PETROCHEMICALS BUSINESS

The revenue from the Petrochemicals segment increased by 12.2% y-o-y to Rs, 92,472 crore (US$ 14.3 billion), primarily due to increase in prices across polymers and polyester chain. Petrochemicals segment EBIT increased sharply by 27.5% to Rs, 12,990 crore (US$ 2.0 billion), supported by favourable product deltas and marginal volume growth. Petrochemical EBIT margins were at 5 (five) years high at the level of 14%.

OIL AND GAS (EXPLORATION & PRODUCTION) BUSINESS

During the year, the Company commenced commercial production from its Coal Bed Methane block (CBM), at Sohagpur (West). The CBM project is India''s largest surface hydrocarbon project. The revenues for the domestic oil and gas operations declined by 34.6% to Rs. 2,787 crore. This was largely on account of 23% decline in production and reduced gas price realization. Consequently domestic upstream operations registered negative EBIT of Rs. (131) crore. In the US Shale operations, weaker Natural Gas differentials in the Marcellus region along with lower volumes resulted in lower revenues and EBITDA.

The business is taking a cautious approach to resuming development and focusing on conserving cash and retaining optionality.

RETAIL BUSINESS

Reliance Retail achieved a turnover of Rs, 33,765 crore in FY 2016- 17 as against Rs, 21,075 crore during the previous year, registering a strong growth of 60.2%. The business delivered record profits during the year with an EBIT of Rs, 784 crore as against Rs, 504 crore in the previous year.

Reliance Retail added 371 stores during the year. It operated 3,616 stores across 702 cities with an area of over 13.5 million square feet. In addition to the retail stores, Reliance Retail operated 448 fuel outlets as on March 31, 2017.

DIGITAL SERVICES

Reliance Jio announced the commencement of services with ''Jio Welcome Offer'' in September 2016. In a short period of 170 days, Jio crossed a milestone of 100 million customers on its all IP wireless broadband network, reflecting an unprecedented level of acceptance for any technology company globally.

In February 2017, Jio announced industry redefining tariff plans as it embarked upon the world''s largest migration from free to paid services. It announced the Jio Prime Membership for its initial customers and within a month of announcing the Jio Prime offer, over 72 million Jio customers signed up for Jio Prime, making it one of the most successful customer privilege programmes anywhere in the world.

Within 6 months of the launch of Jio, India became the highest mobile data user globally with a monthly consumption of over

1 billion GB. This level of growth has been unprecedented on any mobile network anywhere in the world, and is a testimony to the comprehensive digital ecosystem that Jio has created.

Jio continues to expand its current LTE network coverage foot print and is also deploying Fiber-to-the-home (FTTH) technology for wire-line broadband and Carrier-Wi-Fi technologies for broadband via public hotspots.

MEDIA AND ENTERTAINMENT

Network18 improved its market-standing and continued investing for growth in what was a tumultuous year for the media industry. The operating revenues on a consolidated basis stood at Rs, 1,491 crore, down by 2.4% from Rs, 1,527 crore in FY 2015-16.

Driven by sustained investments into new businesses and entry into more regional markets, Network18 reported an consolidated EBIT of Rs, (201) crore for FY 2016-17, as against Rs, 173 crore in FY 2015-16.

CONSOLIDATED FINANCIAL STATEMENT

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

CRISIL AAA

Stable

Highest rating awarded by CRISIL

Long Term Debt

India Ratings

IND AAA

Stable

Highest rating awarded by India Rating

In accordance with the Act and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investments in Associates and Ind AS 31 - 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 II 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/ Investor Relations/FinancialReporting.aspx. The financial statements of each of the subsidiaries may also be accessed on the Company''s website at the link: http://www.ril.com/ Investor Relations/Downloads.aspx. These documents will also be available for inspection on all working days, that is, except Saturdays, Sundays and Public Holidays at the Registered Office of the Company.

The Company has formulated a policy for determining material subsidiaries. The Policy may be accessed at the link: http://www. ril.com/InvestorRelations/Downloads.aspx.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2017, 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, 2017 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 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.

The 16th ICSI National Awards for Excellence in Corporate Governance, were presented to the best Governed Companies by The Institute of Company Secretaries of India (ICSI) and the

Company was presented the prestigious ICSI Certificate of Recognition for Excellence in Corporate Governance for the year 2015-16.

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 the Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arms'' 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:// www.ril.com/InvestorRelations/Downloads.aspx

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 30 to the standalone financial statement which sets out related party disclosures pursuant to Ind AS.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board is pleased to inform that the Company was presented the first ICSI CSR Excellence Award in the large category in the ICSI CSR Excellence Awards function organised by The Institute of Company Secretaries of India (ICSI).

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/InvestorRelations/Downloads.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 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: Affordable 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.

Arts, Heritage and Culture: Protection and promotion of India''s arts, culture and heritage.

Urban Renewal

The Company also undertakes other need based initiatives in compliance with Schedule VII to the Act.

During the year, the Company spent Rs, 659.20 crore (around 2.13% 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 III.

RISK MANAGEMENT

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 organization 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.

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

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Smt. Nita M. Ambani and Shri Hital R. Meswani, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

The term of Shri P. K. Kapil and Shri Nikhil R. Meswani as Whole-time Director is up to May 15, 2018 and June 30, 2018, respectively. The Board of Directors on the recommendation of the Human Resources, Nomination and Remuneration Committee has re-appointed Shri P. K. Kapil and Shri Nikhil R. Meswani as Whole-time Directors of the Company for a period of 5 (five) years with effect from May 16, 2018 and July 01, 2018 respectively, subject to approval of shareholders.

The first term of office of Shri Yogendra P. Trivedi, Prof. Ashok Misra, Shri Mansingh L. Bhakta, Dr. D. V. Kapur, Prof. Dipak C.

Jain and Dr. Raghunath A. Mashelkar, as Independent Directors, expires at the ensuing Annual General Meeting.

Dr. D. V. Kapur has requested the Board not to consider him for re-appointment and relieve him from the office of the director after the expiry of his present term.

The Board has recommended re-appointment of

Shri Yogendra P. Trivedi, Prof. Ashok Misra, Shri Mansingh L.

Bhakta, Prof. Dipak C. Jain and Dr. Raghunath A. Mashelkar, as

Independent Directors of the Company for a second term of 5 (five) consecutive years.

The Board places on record its appreciation towards valuable contribution made by Dr. D. V. Kapur during his tenure as a Director of the Company.

Based on the recommendation of the Human Resources, Nomination and Remuneration Committee, the Board has recommended that Dr. Shumeet Banerji be appointed as an Independent Director by the members for a term of 5 (five) consecutive years.

The Company has received declarations from all the Independent Directors of the Company and Dr. Shumeet Banerji confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations.

The following policies of the Company are attached herewith marked as Annexure IV A and Annexure IV B:

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

PERFORMANCE EVALUATION

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, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc, which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairperson. 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 reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

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.

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. The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations,

2014 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 Employees'' Stock Option Scheme are either exercised by them directly or through their appointed proxy.

The details as required to be disclosed under the SEBI (Share Based Employee Benefits) Regulations, 2014 are put on the Company''s website at the link: http://www.ril.com/ Investor Relations/Downloads.aspx

AUDITORS AND AUDITORS'' REPORT

STATUTORY AUDITORS

As per the provisions of the Act, the period of office of Chaturvedi & Shah, Chartered Accountants, Deloitte Haskins & Sells LLP, Chartered Accountants and Rajendra & Co., Chartered Accountants, Statutory Auditors of the Company, expires at the conclusion of the ensuing Annual General Meeting.

It is proposed to appoint S R B C & CO LLP, Chartered Accountants and D T S & Associates, Chartered Accountants, as Joint Auditors of the Company, for a term of 5 (five) consecutive years. S R B C & CO LLP, Chartered Accountants and D T S & Associates, Chartered Accountants, have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.

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.

COST AUDITORS

The Board appointed the following Cost Auditors for conducting the audit of cost records of the Company for various segments for the FY 2016-17:

(i) For Textiles Business - Kiran J. Mehta & Co., Cost Accountants;

(ii) For Chemicals Business - Diwanji & Associates, Cost Accountants, K.G. Goyal & Associates, Cost Accountants,

V.J. Talati & Co., Cost Accountants, Kiran J. Mehta & Co.,

Cost Accountants, Shri Suresh D. Shenoy, Cost Accountant, Shome & Banerjee, Cost Accountants and Dilip M. Malkar & Co., Cost Accountants;

(iii) For Polyester Business - V.J. Talati & Co., Cost Accountants, Shri Suresh D. Shenoy, Cost Accountant, and V. Kumar & Associates, Cost Accountants;

(iv) For Electricity Generation - Dilip M. Malkar & Co., Cost Accountants;

(v) For Petroleum Business - Shri Suresh D. Shenoy, Cost Accountant;

(vi) For Oil & Gas Business - V.J. Talati & Co., Cost Accountants and Shome & Banerjee, Cost Accountants.

Shome & Banerjee, Cost Accountants, were nominated as the Company''s Lead Cost Auditors.

SECRETARIAL AUDITOR

The Board appointed Dr. K.R. Chandratre, Practising Company Secretary, to conduct Secretarial Audit for the FY 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith marked as Annexure V 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 year. Particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report.

AUDIT COMMITTEE

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 CSR&G comprises Shri Yogendra P. Trivedi (Chairman), Shri Nikhil R. Meswani, Dr. Dharam Vir Kapur and Dr. Raghunath A. Mashelkar.

VIGIL MECHANISM

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 is put on the Company''s website and can be accessed at: http://www.ril.com/InvestorRelations/Downloads.aspx

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 Note 2, 3, 6, 9, 30 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 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, as amended, 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 also 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.

GENERAL

The Board of 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. Issue 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 Employees'' Stock Option Scheme referred to in this Report.

4. 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.

5. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

6. 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.

7. No fraud has been reported by the Auditors to the Audit Committee or the Board.

ACKNOWLEDGEMENT

The Board of 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. The Boards of Directors also wish to place on record its 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, April 24, 2017

Source :
Quick Links for relianceindustries
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.