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Products & Services    >   Company Profile   >   Directors Report
Reliance Industries Ltd
Industry : Refineries
BSE Code:500325NSE Symbol:RELIANCEP/E :20.21
ISIN Demat:INE002A01018Div & Yield %:0.5EPS :54.95
Book Value:513.3712811Market Cap (Rs.Cr):703897.29Face Value :10

Board’s Report

Dear Members,

The Board of Directors are pleased to present the Company’s Forty-first Annual Report (Post-IPO) and the Company’s audited financial statements (standalone and consolidated) for the financial year ended March 31, 2018.

Financial Results

The Company’s financial performance for the year ended March 31, 2018 is summarised below:

STANDALONE CONSOLIDATED
2017-18 2016-17 2017-18 2016-17
crore US$ crore US$ crore US$ crore US$
million* million* million* million*
Profit Before Tax 45,725 7,016 40,777 6,288 49,426 7,584 40,034 6,173
Less: Current Tax 8,953 1,374 8,333 1,285 10,098 1,549 8,880 1,369
Deferred Tax 3,160 485 1,019 157 3,248 498 1,321 204
Profit for the year 33,612 5,157 31,425 4,846 36,080 5,537 29,833 4,600
Add: Other Comprehensive Income (3,503) (537) 2,192 338 (1,635) (251) 1,827 282
Total Comprehensive Income for the year 30,109 4,620 33,617 5,184 34,445 5,286 31,660 4,882
Less: Total Comprehensive Income attributable to Non Controlling Interest - - 9 1 (64) (10)
Total Comprehensive Income attributable to owners of the Company 30,109 4,620 33,617 5,184 34,436 5,285 31,724 4,892
Add: Balance in Profit and Loss Account (Adjusted) 34,506 5,999 25,679 4,638 14,467 2,413 7,851 1,393
Add: Transferred from Capital Reserve Account - - - -
Add: Transferred from Revaluation Reserve 327 50
Add: Transferred from Share in Reserve of Associates 10 2
Add: Transferred from Share Based Payments Reserve 4 1 4 1
Less: On account of Amalgamation / Divestment of Stake - - (283) (43) (252) (39)
Less: Securities Premium on Redemption of (144) (22)
Non-Cumulative Optionally Convertible Preference Shares
Sub-Total 64,619 10,620 59,296 9,822 48,817 7,686 39,323 6,246
Less: Appropriation
Transferred to Statutory Reserve - - 221 34 66 10
Transferred to General Reserve 25,000 3,836 24,790 3,823 25,000 3,836 24,790 3,823
Transferred to Capital Redemption Reserve - - 2 0 - -
Transferred to Debenture Redemption Reserve 4,134 634 - - 4,145 636 - -
Dividend on Equity Shares^ 3,255 499 - - 3,255 499 - -
Tax on Dividend^ 661 101 - - 661 101 - -
Closing Balance (including Other Comprehensive 31,569 5,550 34,506 5,999 15,533 2,580 14,467 2,413
Income)

* 1 US$ = 65.175 Exchange Rate as on March 31, 2018 (1 US$ = 64.85 as on March 31, 2017) ^ Pertaining to dividend for the financial year 2016-17

Results of Operations and the State of Company’s Affairs

The Highlights of the Company’s performance (Standalone) for the year ended March 31, 2018 are as under:

Value of sales and services increased by 19.0 % to 3,15,357 crore (US$ 48.4 billion).

Exports increased by 19.2 % to 1,76,117 crore (US$ 27.0 billion).

PBDIT increased by 15.4 % to 59,961 crore (US$ 9.2 billion).

Profit Before Tax increased by 12.1 % to 45,725 crore (US$ 7.0 billion).

Cash Profit increased by 13.3 % to 46,352 crore (US$ 7.1 billion).

Net Profit increased by 7.0 % to 33,612 crore (US$ 5.2 billion).

Gross Refining Margin stood at US$ 11.6 / bbl for the year ended March 31, 2018.

Financial Performance Review and Analysis (Consolidated)

The Company achieved a consolidated turnover of 4,30,731 crore (US$ 66.1 billion) for the year ended March 31, 2018, an increase of 30.5 %, as compared to 3,30,180 crore in the previous year. Increase in revenue is primarily on account of higher volumes with start-up of petrochemicals projects and uptrend in prices of products in refining and petrochemical businesses. Turnover was also boosted by robust growth in retail business which recorded a 104.9 % surge in turnover to 69,198 crore. Brent crude oil price averaged US$ 57.5 /bbl in FY2017-18 as compared to US$ 48.6/bbl in the previous year. Exports (including deemed export) from India were marginally higher at 1,76,117 crore (US$ 27.0 billion) as against 1,47,755 crore in the previous year.

Dividend

The Board of Directors has recommended a dividend of 6/- per equity share of 10/- each on the increased paid-up share capital post issue of bonus shares during the financial year 2017-18 in the ratio of 1:1 (last year 11/- per equity share) for the financial year ended March 31, 2018 amounting to 4,281 crore (inclusive of dividend distribution tax of 728 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 marked as Annexure I to this Report.

Bonus Shares

During the year under review, the Company has issued and allotted 308,03,34,238 bonus shares to the equity shareholders in the ratio of 1:1 (i.e. one fully paid equity share of Rs. 10/- each for one fully paid equity share).

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 the Company and its major subsidiaries consolidated with the Company are as below:

Refining & Marketing Business

FY 2017-18 refining EBIT increased by 3.2% y-o-y to a record of Rs. 25,869 crore, supported by strong product demand, lower freight rates, effective crude sourcing and robust risk management. With a countrywide operational network of 1,313 fuel outlets, the Company covers the key highways in the country. Customer count enrolled in Reliance’s industry leading fleet program, Trans-Connect, grew by 31% during FY 2017-18. Supported by the network presence and the growing fleet customer count, Company’s outlets registered an outstanding Pump throughput of double the industry average during the year.

Petrochemicals Business

FY 2017-18 revenue growth was primarily due to higher volumes from new Paraxylene, ROGC and its downstream units (PE and MEG), with the segment achieving its highest ever production level of 30.8 MMT, up 24% y-o-y. Petrochemicals segment EBIT increased sharply by 63.0% to its highest ever level of 21,179 crore ($ 3.2 billion). Earnings were supported by favorable product deltas across integrated polyester chain, PP, PVC along with the growth in volumes. EBIT margin was higher by nearly 300bps to 16.9%, reflecting Company’s strengthened cost positions across product chains and unmatched feedstock flexibility.

Oil and Gas (Exploration & Production) Business

FY 2017-18, revenues increased by 0.3% to `5,204 crore. This marginal change was on account of better price realisations and ramp up of production in CBM which were partly offset by decline in production in KG D6 and Shale Gas. Consequently, upstream operations registered negative EBIT of `(1,536) crore.

During the year Reliance divested its holdings in the Marcellus shale JV which was operated by Carrizo Oil & Gas. Reliance continues to focus on value maximization in the remaining two JVs with focus on improvement in well design and execution efficiency.

The Company commenced commercial production from its Coal Bed Methane (CBM) block SP (West) CBM 2001/1 in March 2017. More than 200 wells were put on production with production ramp up crossing the 1 MMSCMD level during the year.

Retail Business

Reliance Retail achieved a turnover of 69,198 crore in FY 2017-18, more than doubling from the turnover of 33,765 crore achieved last year. The business delivered an EBIT of 2,064 crore for FY 2017-18, more than doubling from 784 crore achieved last year. During the year, Reliance Retail added 221 stores and 3,736 Jio Points.

Reliance Retail operated 7,573 retail stores in over 4,400 cities covering an area of 17.7 million sq. ft. as on March 31, 2018. Reliance Retail operated 495 petro retail outlets as on March 31, 2018.

Digital Services

Despite competitive pressures Digital Services business recorded revenues of 23,916 crore, with year-end subscribers’ base at 186.6 million and Segment EBIT was at 3,174 crore for the year, with EBIT margin of 13.3%. This is strong financial performance within very first year of commercial operations demonstrating strong fundamental and operating leverage of the business.

Media and Entertainment

Network18 subsidiary viz. TV18 took operational control of and raised its stake to 51% in entertainment JV viz. Viacom18. TV18 can drive value-addition and synergies across the multi-platform group, comprising broadcast, digital, filmed and experiential entertainment and media businesses.

Network18 reported revenues of 1,839 crore (+23% y-o-y, despite tepid industry environment), and EBIT of (25) crore on a consolidated basis.

The sharp revenue escalation is led by the impact of subsidiary TV18 acquiring control of entertainment JV Viacom18, partly offset by HomeShop18 ceasing to be a subsidiary due to its share-swap acquisition of ShopCJ during the last quarter of the fiscal.

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 At par with 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 Ratings

Consolidated Financial Statement

In accordance with the provisions of the Companies Act, 2013 ("the Act") and Ind AS 110 Consolidated Financial Statement 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, as per Section 129(3) of the Act, 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 is put on the Company’s website and may be accessed at: http://www.ril.com/ Investor Relations/Financial Reporting.aspx The financial statements of each of the subsidiaries is put on the Company’s website and may be accessed at: http://www.ril. com/InvestorRelations/Downloads.aspx. These documents will also be available for inspection on all working days, during business hours, at the Registered Office of the Company.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy may be accessed at: http://www.ril.com/DownloadFiles/IRStatutory/Material-Subsidiaries.pdf

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

Directors’ Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2018, 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, 2018 and of the profit 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;

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

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 governance practices. 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 a 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 its ordinary course of business and on an 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: http://www.ril.com/DownloadFiles/IRStatutory/Policy-on-Materiality-of-RPT.pdf

There were no materially transactions which could have potential conflict with interest of the Company at large.

Members may refer to Note 31 to the standalone financial statement which sets out related party disclosures pursuant to Ind AS.

Corporate Social Responsibility (CSR)

During the year under review, the Company has won the Golden Peacock Award 2017 for the success of its Corporate Social Responsibility initiatives and in particular for the transformative work done by Reliance Foundation (RF), the CSR arm of the Company. Under the able leadership of its Founder and Chairperson, Smt. Nita M. Ambani, RF has touched the lives of 20 million people across India covering more than 13,500 villages and 100 urban locations. The Company was recognized by the Awards Jury under the Chairmanship of Justice (Dr.) Arijit Pasayat, former Judge, Supreme Court of India. Golden Peacock Award, is instituted by the Institute of Directors (IOD), India in 1991, and are regarded as a benchmark of Corporate Excellence worldwide.

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 beaccessedonthe Company’swebsite identification of elements of risk and their at: http://www.ril.com/DownloadFiles/IRStatutory/CSR-Policy.pdf

The key philosophy of 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. financial control systems by the

Health: Affordable solutions for healthcare through improved access, awareness and health seeking behaviour.

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, Culture and Heritage: Protection and promotion of India’s art, culture and heritage.

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

During the year, the Company spent 745 crore (around 2.12% 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 to this Report.

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 organisation faces such as Strategic and Commercial, Safety and Operations, Compliance and Control and Financial 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 are covered in Managements Discussion and Analysis section, 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, digitised 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 wellastestingoftheinternal 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, Shri P.M.S. Prasad and Shri Nikhil. R. Meswani, Directors of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors on the recommendation of the Human Resources, Nomination and Remuneration Committee has recommended their re-appointment.

Dr. D. V. Kapur has ceased to be a Director of the Company w.e.f. July 21, 2017. 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

The Board of Directors on recommendation of the Human Resources, Nomination and Remuneration Committee has re-appointed Shri Mukesh D. Ambani as Managing Director of the Company for a period of 5 (five) years with effect from April 19, 2019, subject to approval of shareholders, as his current term of office is upto April 18, 2019.

The term of office of Shri Adil Zainulbhai, as an Independent Director, will expire on March 31, 2019. The Board of Directors, on recommendation of the Human Resources, Nomination and Remuneration Committee has recommended re-appointment of Shri Adil Zainulbhai, as an Independent Director of the Company for a second term of 5 (five) consecutive years on the expiry of his current term of office.

The shareholders of the Company at its Annual General Meeting held on July 21, 2017 have approved 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 on the Board of the Company by passing special resolution and appointed Dr. Shumeet Banerji as an Independent Director of the Company, for a term of 5 ve) consecutive years. (fi

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 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 include criteria for performance evaluation of 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.

The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairperson. The Chairman of the respective 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 Committees.

The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

Employees’ Stock Option Schemes

The Company’s Employees Stock Option Scheme viz. ESOS-2006 has been in place since year 2006-07 and the Company has made grants under ESOS-2006 to the eligible employees of the Company and its subsidiaries. The Human Resources, Nomination and Remuneration Committee of the

Board of Directors of the Company, inter alia, administers and monitors the Employees’ Stock Option Plan of the Company. The Company, during the year obtained approval of the members for a new scheme viz. ESOS-2017 and pursuant to the said approval it was decided to withdraw ESOS-2006 and cancel balance of options not granted. Accordingly, ESOS-2006 stands cancelled. However, existing options granted and which are in force will continue to be governed by ESOS-2006. The Company did not make any grant under ESOS-2017 during the FY 2017-18. Other than the above, there has not been any material change in the Employee Stock Option Schemes during the current financial year.

The Schemes are 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 Schemes are implemented in accordance with the SBEB Regulations and the resolutions passed by the members. The certificate would be available at the Annual General Meeting for inspection by members. The details as required to be disclosed under the SBEB Regulations and certificate from Auditors are put on the Company’s website and may be accessed at: http://www.ril.com/DownloadFiles/ IRStatutory/ESOS-2006-Disclosure.pdf and http://www.ril. com/DownloadFiles/IRStatutory/ESOS-2017-Disclosure.pdf

Auditors and Auditors’ Report

Statutory Auditors

M/s. S R B C & Co. LLP, Chartered Accountants and M/s. D T S & Associates, Chartered Accountants were appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on July 21, 2017. They have confirmed that they are not disqualified from continuing as 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 has appointed following cost auditors for conducting the audit of cost records of products and services of the Company for various segments for the FY 2018-19:

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

(ii) For Chemicals Business - Diwanji & Co., Cost Accountants, K.G. Goyal & Associates, Cost Accountants, V.J. Talati & Co., Cost Accountants, 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 - Diwanji & Co., Cost Accountants and Kiran J. Mehta & 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 had appointed Dr. K.R. Chandratre, Practising Company Secretary, to conduct Secretarial Audit for the FY 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 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 the year. The 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)

During the year, the Corporate Social Responsibility and Governance Committee (CSR&G) was re-constituted by appointing Dr. Shumeet Banerji as a member of the Committee. The CSR&G Committee comprises Shri Yogendra P. Trivedi (Chairman), Shri Nikhil R. Meswani, Dr. Raghunath A. Mashelkar and Dr. Shumeet Banerji.

Vigil Mechanism

RIL has established a robust Vigil Mechanism and a Whistle-blower policy in accordance with provisions of the Act and Listing Regulations. The Vigil Mechanism is supervised by an ‘Ethics & Compliance Task Force’ comprising a member of the Board as the Chairperson and senior executives as members.

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/DownloadFiles/IRStatutory/Vigil-Mechanism-and-Whistle-Blower-Policy.pdf

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 utilised by the recipient are provided in the standalone financial statement (Please refer to Note 3, 9, 2, 6, 31 and 37 to the standalone financial statement).

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure VI to this Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith marked 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 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 on all working days, during business hours, at the Registered Office of the Company. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

General

Your Directors state that no disclosure or reporting is required in respect of the following matters 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 Options Plan 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 subsidiaries.

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.

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 Board 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 27, 2018

ANNEXURE I

Dividend Distribution Policy

The Board of Directors (the "Board") of Reliance Industries Limited (the "Company") at its meeting held on April 24, 2017 had adopted this Dividend Distribution Policy (the "Policy") as required by Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").

Objective y The objective of this Policy is to establish the parameters to be considered by the Board of Directors of the Company before declaring or recommending dividend.

The Company has had an uninterrupted dividend payout since listing. In future, the Company would endeavor to pay sustainable dividend keeping in view the Company’s policy of meeting the long-term growth objectives from internal cash accruals.

Circumstances under which the shareholders may or may not expect dividend

The Board of Directors of the Company, while declaring or recommending dividend shall ensure compliance with statutory requirements under applicable laws including the provisions of the Companies Act, 2013 and Listing Regulations. The Board of Directors, while determining the dividend to be declared or recommended shall take into consideration the advice of the executive management of the Company and the planned and further investments for growth apart from other parameters set out in this Policy.

The Board of Directors of the Company may not declare or recommend dividend for a particular period if it is of the view that it would be prudent to conserve capital for the then ongoing or planned business expansion or other factors which may be considered by the Board.

Parameters to be considered before recommending dividend

The Board of Directors of the Company shall consider the following financial / internal parameters while declaring or recommending dividend to shareholders:

• Profits earned during the financial year

• Retained Earnings

• Earnings outlook for next three to five years

• Expected future capital / liquidity requirements

• Any other relevant factors and material events

The Board of Directors of the Company shall consider the following external parameters while declaring or recommending dividend to shareholders:

• Macro-economic environment-Significantchanges in macro-economic environment materially the businesses in which the Company is engaged in the geographies in which the Company operates

• Regulatory changes Introduction of new regulatory requirements or material changes in existing taxation or significantlaffect the regulatoryrequirements,which businesses in which the Company is engaged

• Technological changes which necessitate significant new investments in any of the businesses in which the Company is engaged

Utilisation of Retained Earnings

The Company shall endeavor to utilise the retained earnings in a manner which shall be beneficial to the interests of the Company and also its shareholders.

The Company may utilize the retained earnings for making investments for future growth and expansion plans, for the purpose of generating higher returns for the shareholders or for any other specific purpose, as approved by the Board of Directors of the Company.

Parameters that shall be adopted with regard to various classes of shares

The Company has issued only one class of shares viz. equity shares. Parameters for dividend payments in respect of any other class of shares will be as per the respective terms of issue and in accordance with the applicable regulations and will be determined, if and when the Company decides to issue other classes of shares.

Conflict in Policy

In the event of any conflict between this Policy and the provisions contained in the Listing Regulations, the Regulations shall prevail.

Amendments

The Board may, from time to time, make amendments to this Policy to the extent required due to change in applicable laws and Listing Regulations or as deemed fit on a review.

For and on behalf of the Board of Directors
Mukesh D. Ambani
Chairman and Managing Director
Mumbai, April 27, 2018

ANNEXURE II

Companies which became / ceased to be Company’s Subsidiaries, Joint Ventures or Associate Companies as per the provisions of the Companies Act, 2013:

1. Companies / Bodies Corporate which became Subsidiaries during the financial year 2017-18:

No.
1 Aanant Commercial Private Limited
2 Dreketi S.A
3 Jalaja Commercials Private Limited
4 Naroda Power Private Limited
5 Reliance Content Distribution Limited
6 Reliance Digital Media Distribution Limited
7 Reliance GAS Lifestyle India Private Limited
8 Resolute Land Consortium Projects Limited
9 Santol Commercials Private Limited
10 Tangerine Agro Private Limited

2. Companies / Bodies Corporate which ceased to be Subsidiaries during the

Sr. No. Name of the Company
1 Aanant Commercial Private Limited
2 Aurora Algae Pty Ltd
3 Aurora Algae RGV LLC
4 Central Park Enterprises DMCC
5 Cluster Commercial Private Limited
6 Delta Corp East Africa Limited
7 Devashree Commercials Private Limited
8 Dignity Mercantile Private Limited
9 Girisha Commercials Private Limited
10 Jalaja Commercials Private Limited
11 Reliance Aerospace Technologies Limited
12 Reliance Commercial Land & Infrastructure Limited
13 Reliance Commercial Trading Private Limited
14 Reliance Eagleford Midstream LLC
15 Reliance Global Business B.V.
16 Reliance Global Commercial Limited
17 Reliance Jio AsiaInfo Innovation Centre Limited
18 Reliance Petroinvestments Limited
19 Reliance Supply Solutions Private Limited
20 Reliance Trading Limited
21 Reliance Universal Commercial Limited
22 RIL (Australia) Pty Limited
23 Wave Land Developers Limited

3. Companies / Bodies Corporate which have become Joint Venture or Associate during the financial year 2017-18.

Sr. No. Name of the Company
1 Balaji Telefilms Limited (Associate)

4. Companies / Bodies Corporate which ceased to be a Joint Venture or Associate during the financial year 2017-18. Nil

For and on behalf of the Board of Directors
Mukesh D. Ambani
Chairman and Managing Director
Mumbai, April 27, 2018

ANNEXURE III

Annual Report on Corporate Social Responsibility (CSR) activities for the financial year 2017-18

1. A brief outline of the Company’s CSR Policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programs. Refer Section: Corporate Social Responsibility (CSR) in the Board’s Report
2 The Composition of the CSR Committee Refer Section: Disclosures: Corporate Social Responsibility and Governance Committee in the Board’s Report
3. Average netprofit years ofthe Companyforlastthreefinancial 35,154.19 crore
4. Prescribed CSR expenditure (two percent of the amount mentioned in item 3 above) 703.08 crore
5. Details of CSR spent during the financial year:
Total amount to be spent for the financial year 703.08 crore
Total Amount spent during the year 745.04 crore
Amount unspent, if any Not applicable
Manner in which the amount spent during the financial year Details given below

Details of amount spent on CSR activities during the Financial Year 2017-18

Sr. No CSR project or Activity Identified Sector in which the project is covered (Clause number of Schedule VII to the Companies Act, 2013, as amended) Project or Programme 1. Local Area or Other 2. Specify the State and district where projects or programme was undertaken Amount Outlay (Budget) Project or Program wise (` in crore) Amount spent on the Projects or Programs: Sub Heads (1) Direct Expenditure on Projects or Programme (2) Overheads (` in crore) Cumulative Expenditure up to the reporting period (` in crore) Amount Spent (Direct or through Implementing Agency)
A B C D E F G H
Rural Transformation
1 RF Bharat India Jodo Enhancing Rural Livelihoods Cl (i) Eradicating hunger, poverty and malnutrition;Cl (iv) ensuring environmental sustainability;Cl (x) Rural Development Projects PAN INDIA 62.10 37.50 264.64 Implementing Agency - Reliance Foundation*
2 Information Services - Enabling access to need based locale- specific content in agriculture, marine fisheries, public health, disaster response and other areas by leveraging technology Cl (i) Eradicating hunger, poverty and malnutrition;Cl (iv) ensuring environmental sustainability PAN INDIA 22.80 16.20 62.92 Implementing Agency - Reliance Foundation
3 Community Development - Rural Development Projects Cl (x) Rural Development Projects As per Note 1 10.00 9.60 21.43 Implementing Agency - Reliance Foundation
4 Partnership with Non- Government Organisations Cl (i) Eradicating hunger, poverty and malnutrition;Cl (iv) ensuring environmental sustainability;Cl (x) Rural Development Projects PAN INDIA 35.00 31.40 45.67 Implementing Agency - Reliance Foundation
5 CSR Initiatives at manufacturing locations Cl (iv) ensuring environmental sustainability; Cl (x) Rural Development Projects As per Note 2 74.00 86.11 144.60 Direct/ Implementing Agency - Reliance Foundation
Health
6 Health Outreach Programme - Static, Mobile Medical Units and camps for primary and preventive healthcare including diagnostics Cl. (i) Promoting health care including preventive health care Maharashtra - Mumbai, Thane 9.00 4.10 20.23 Implementing Agency - Reliance Foundation
7 Drishti Corneal transplant and other activities for visually impaired Cl (i) Promoting health care including preventive health care PAN INDIA 3.00 2.70 7.05 Implementing Agency - Reliance Foundation
8 To develop innovative technology that will help train medical students and clinicians for better diagnosis and improved healthcare Cl (i) Promoting health care including preventive health care Maharashtra - Mumbai 1.00 0.11 51.61 Implementing Agency - Reliance Foundation
9 Sir HN Reliance Foundation Hospital and Research Centre Cl (i) Promoting health care including preventive health care Maharashtra - Mumbai 163.00 111.10 1,141.48 Implementing Agency - Reliance Foundation
10 Health Programme - Mother & Child Health Cl (i) Promoting health care including preventive health care As per Note 3 1.00 1.00 1.95 Implementing Agency - Reliance Foundation
11 Lodhivali Hospital & ART Clinic Cl (i) Promoting health care including preventive health care Maharashtra - Raigad 4.00 4.14 9.68 Implementing Agency - Reliance Foundation
12 Partnership with Non- Government Organisations Cl (i) Promoting health care including preventive health care As per Note 4 24.00 11.05 22.67 Implementing Agency - Reliance Foundation
13 Community Development Cl (i) Promoting health care including preventive health care As per Note 1 2.00 1.52 3.08 Implementing Agency - Reliance Foundation
14 CSR Initiatives at manufacturing locations Cl. (i) Promoting health care including preventive health care As per Note 2 8.00 12.17 62.02 Direct
Education
15 Vocational Skilling Initiative Cl (ii) Promoting Education As per Note 5 7.50 2.50 9.03 Implementing Agency - Reliance Foundation
16 Reconstruction of School at Uttarakhand Cl (ii) Promoting Education Uttarakhand - Rudraprayag, Uttarkashi 3.22 3.14 13.58 Implementing Agency - Reliance Foundation
17 Dhirubhai Ambani Scholarship Programme Cl (ii) Promoting Education Gujarat - Junagadh 0.49 0.02 8.65 Implementing Agency - Reliance Foundation
18 Reliance University Cl (ii) Promoting Education Maharashtra - Raigad 139.00 303.57 589.69 Implementing Agency - Reliance Foundation / Reliance Foundation Institution of Education and Research**
19 Digital Education Initiatives Cl (ii) Promoting Education As per Note 6 - - 3.70 Implementing Agency - Reliance Foundation
20 Partnership with Non- Government Organisations Cl (ii) Promoting Education As per Note 7 76.00 45.99 116.65 Implementing Agency - Reliance Foundation
21 CSR Initiatives at manufacturing locations Cl (ii) Promoting Education As per Note 2 15.00 15.72 96.49 Direct
Sports for Development
22 Promoting Grassroot Sports Cl (vii) Training to promote Rural Sports, Nationally recognized sports and Olympic sports PAN INDIA 64.00 37.61 59.46 Implementing Agency - Reliance Foundation Youth Sports ***
23 Reliance Foundation Jr. NBA Programme Cl (vii) Training to promote Rural Sports, Nationally recognized sports and Olympic sports PAN INDIA 4.00 2.95 13.44 Implementing Agency - Reliance Foundation
24 RF Young Champs Cl (vii) Training to promote Rural Sports, Nationally recognized sports and Olympic sports Maharashtra - Thane 6.00 2.48 9.65 Implementing Agency - Reliance Foundation
25 Partnership with Non- Government Organisations Cl (vii) Training to promote Rural Sports, Nationally recognized sports and Olympic sports Maharashtra - Thane 0.10 0.07 0.07 Implementing Agency - Reliance Foundation
Disaster Response
26 Disaster Relief Cl (x) Rural Development Projects As per Note 8 11.79 1.09 17.72 Implementing Agency - Reliance Foundation
Urban Renewal
27 Environment - RF - Urban Renewal Initiatives Cl (iv) Ensuring environmental sustainability, ecological balance Maharashtra - Mumbai 2.00 0.34 4.20 Implementing Agency - Reliance Foundation
Arts, culture and heritage
28 Promoting Traditional Arts and Culture Cl (v) Protection of national heritage, art & culture Maharashtra - Mumbai 1.00 0.85 2.14 Implementing Agency - Reliance Foundation
29 CSR Initiatives at manufacturing locations Cl (v) Protection of national heritage, art & culture As per Note 2 1.00 0.01 12.86 Direct
Grand Total 750.00 745.04 2,816.36

 

Note 1: Assam - Golaghat; Gujarat - Bharuch, Jamnagar, Navsari, Surat; UT of DNH - Silvassa, Haryana - Rewari; Karnataka - Dakshina Kannada;
Madhya Pradesh - Bhopal, Annuppur, Shahdol; Maharashtra - Mumbai, Palghar, Raigad, Thane; Tamil Nadu - Thiruvallur;
Uttar Pradesh - Kanpur Dehat; West Bengal - East Midnapur
Note 2: Andhra Pradesh - East Godavari; Gujarat - Bharuch, Jamnagar, Surat, Vadodara, Ahmedabad ; Madhya Pradesh - Shahdol ; Maharashtra - Nagpur, Raigad;
Uttar Pradesh - Allahabad, Barabanki; Punjab - Hoshiarpur
Note 3: Maharashtra - Mumbai, Yavatmal, Gangakhed; Gujarat - Jasdan, Bharuch; Madhya Pradesh - Seoni, Chhindwara; Rajasthan - Sawai Madhopur, Banswara
Note 4: Maharashtra - Ahmednagar, Mumbai, Nashik, Thane; Rajasthan - Udaipur; Telangana - Warangal; Uttarakhand - Dehradun
Note 5: Andhra Pradesh - East Godavari; Maharashtra - Mumbai; West Bengal - Kolkata
Note 6: Andhra Pradesh - Anantpur, Chitoor, Guntur, Kadapa, Krishna, Kurnool, Prakasham, Srikakaulam, Vishakapatnam, East Godavari, Nellore, Warangal, Vizianagar;
Gujarat - Junagadh, Mehsana, Vadodara, Ahmedabad; Madhya Pradesh - Shahdol; Telangana - Khammam, Ranga Reddy
Note 7: Chhattisgarh - Raipur; Delhi - Delhi, New Delhi; Gujarat - Ahmedabad; Maharashtra - Mumbai
Note 8: Jammu & Kashmir - Jammu; Uttarakhand - Rudraprayag

 

* Reliance Foundation (RF) is a company within the meaning of Section 8 of the Companies Act, 2013 and has a comprehensive approach towards development with an overall aim to create and support meaningful and innovative activities that address some of India’s most pressing developmental challenges, with the aim of enabling lives, living and livelihood for a stronger and inclusive India.
** Reliance Foundation Institution of Education and Research (RFIER) is a company within meaning of Section 8 of the Companies Act, 2013 to promote, encourage, support and assist educational, research and medical activities.
*** Reliance Foundation Youth Sports (RFYS) is a company within meaning of Section 8 of the Companies Act, 2013 and has a comprehensive approach towards development of grassroot sports.
**** The above mentioned cumulative total includes only the above mentioned projects. There were additional projects which are not included in the total. Some of CSR activities have been carried with support of several other Non-Government Organisation or charitable institutions.

Responsibility Statement

The Responsibility Statement of the Corporate Social Responsibility and Governance (CSR&G) Committee of the Board of Directors of the Company, is reproduced below:

‘The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectives and policy of the Company.’

Yogendra P. Trivedi Nikhil R. Meswani
Chairman, CSR&G Committee Executive Director
Mumbai, April 27, 2018

ANNEXURE IV A

Policy for selection of Directors and determining Directors’ independence

1. Introduction:

1.1 Reliance Industries Limited (RIL) believes that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. Towards this, RIL ensures constitution of a Board of Directors with an appropriate composition, size, diversified expertise and experience and commitment to discharge their responsibilities and duties effectively.

1.2 RIL recognises the importance of Independent Directors in achieving the effectiveness of the Board. RIL aims to have an optimum combination of Executive, Non-Executive and Independent Directors.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the Human Resources, Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent directors of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 "Director" means a director appointed to the

Board of a company.

3.2 "Human Resources, Nomination and Remuneration Committee" means the committee constituted by RIL’s Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

3.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 (1) (b) of Listing Regulations.

4. Policy:

4.1 Qualifications and criteria

4.1.1 The Human Resources, Nomination and Remuneration (HRNR) Committee, and the Board, shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience that are relevant for the Company’s global operations.

4.1.2 In evaluating the suitability of individual Board members, the HRNR Committee may take into account factors, such as:

General understanding of the Company’s business dynamics, global business and social perspective;

Educational and professional background;

Standing in the profession;

Personal and professional ethics, integrity and values;

Willingness to devote sufficient time energy in carrying out their duties and responsibilities effectively.

4.1.3 The proposed appointee shall also fulfill the following requirements:

Shall possess a Director Identification Number;

Shall not be disqualified under the Companies Act, 2013;

Shall give his written consent to act as a Director;

Shall endeavour to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee

Meetings;

Shall abide by the Code of Conduct established by the Company for

Directors and Senior Management Personnel;

Shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, Listing Regulations and other relevant laws.

4.1.4 The HRNR Committee shall evaluate each individual with the objective of having a group that best enables the success of the Company’s business.

4.2 Criteria of Independence

4.2.1 The HRNR Committee shall assess the independence of Directors at the time of appointment / re-appointment and the Board shall assess the same annually. The

Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.

4.2.2 The criteria of independence, as laid down in Companies Act, 2013 and Listing Regulations, is as below:

An independent director in relation to a company, means a non-executive director, other than a managing director or a whole-time director or a nominee director

a. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

b. (i) who is or was not a promoter of the company or its holding, subsidiary or associate company;

(ii) who is not related to promoters or directors in the company, its holding, subsidiary or associate company;

c. who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

d. none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or 50 lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

e. who, neither himself nor any of his relatives

(i) holds or has held the position of a key managerial personnel or is or has been an employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the he is proposed to be appointed, of -

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to 10 per cent or more of the gross turnover of such firm;

(iii) holds together with his relatives two percent or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any nonprofit organisation that receives twenty-five per cent or more of its receipts or corpus from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(v) is a material supplier, service provider or customer or a lessor or lessee of the company.

f. shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, corporate social responsibility or other disciplines related to the company’s business.

g. shall possess such other qualifications as may be prescribed, from time to time, under the Companies Act, 2013.

h. who is not less than 21 years of age.

4.2.3 The Independent Directors shall abide by the "Code for Independent Directors" as specified in Schedule IV to the Companies Act, 2013.

4.3 Other directorships / committee memberships

4.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as directors of the Company. The HRNR Committee shall take into account the nature of, and the time involved in a Director’s service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

4.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be Public Limited Companies.

4.3.3 A Director shall not serve as an Independent

Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he is serving as a Whole-time Director in any Listed Company.

4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 Committees across all companies in which he holds directorships

For the purpose of considering the limit of the Committees, Audit Committee and Stakeholders’ Relationship Committee of all Public Limited Companies, whether listed or not, shall be included and all other companies including Private

Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013 shall be excluded.

For and on behalf of the Board of Directors
Mukesh D. Ambani
Chairman and Managing Director
Mumbai, April 27, 2018

ANNEXURE IV B

Remuneration Policy for Directors, Key Managerial Personnel and other employees

1. Introduction:

1.1 Reliance Industries Limited (RIL) recognises the importance of aligning the business objectives with specific and measureable individual objectives and targets. The Company has therefore formulated the remuneration policy for its directors, key managerial personnel and other employees keeping in view the following objectives:

1.1.1 Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company successfully.

1.1.2 Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

1.1.3 Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the Human Resources, Nomination and Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the

Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 "Director" means a director appointed to the

Board of the Company.

3.2 "Key Managerial Personnel" means

(i) the Chief Executive Officer or the Managing Director or the Manager;

(ii) the Company Secretary; (iii) the Whole-time Director; (iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed under the Companies Act, 2013.

3.3 "Human Resources, Nomination and Remuneration Committee" means the committee constituted by RIL’s Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

4. Policy:

4.1 Remuneration to Executive Directors and Key Managerial Personnel

4.1.1 The Board, on the recommendation of the Human Resources, Nomination and Remuneration (HRNR) Committee, shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits approved by the shareholders.

4.1.2 The Board, on the recommendation of the HRNR Committee, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

4.1.3 The remuneration structure to the Executive Directors and Key Managerial Personnel shall include the following components: (i) BasicPay (ii) Perquisites and Allowances (iii)StockOptions

(iv) Commission (Applicable in case of Executive Directors) (v) Retiralbenef its (vi) Annual Performance Bonus

4.1.4 The Annual Plan and Objectives for Executive Directors and Senior Executives (Executive Committee) shall be reviewed by the HRNR Committee and Annual Performance Bonus will be approved by the Committee based on the achievements against the Annual Plan and Objectives.

4.2 Remuneration to Non-Executive Directors

4.2.1 The Board, on the recommendation of the HRNR Committee, shall review and approve the remuneration payable to the Non-Executive Directors of the Company within the overall limits approved by the shareholders.

4.2.2 Non-Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and the Committees thereof. The Non-Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

4.3 Remuneration to other employees

4.3.1 Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organisation. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

For and on behalf of the Board of Directors

Mukesh D. Ambani

Chairman and Managing Director

Mumbai, April 27, 2018

ANNEXURE V

Secretarial Audit Report

For the Financial Year ended March 31, 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members

Reliance Industries Limited 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai 400 021

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Reliance Industries Limited (hereinafter called ‘the Company’). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2018 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March 2018 according to the provisions of:

(i) The Companies Act, 2013; the Companies Act, 1956 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the Audit Period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company during the Audit Period); and

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India; and

(ii) The Listing Agreements entered into by the Company with the Stock Exchanges.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof on test-check basis, the Company has complied with the following laws applicable specifically to the Company:

(a) Merchant Shipping Act, 1958 and Rules made thereunder;

(b) Petroleum Act, 1934 and Rules made thereunder

(c) Oil Field (Regulation and Development) Act, 1948 and Rules made thereunder;

(d) The Mines Act, 1952 and Rules made thereunder.

(e) The Petroleum and Natural Gas Regulatory Board Act, 2006 and the Rules made thereunder.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings. Except where consent of the directors was received for scheduling meeting at a shorter notice, agenda and detailed notes on agenda were sent at least seven days in advance. A system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

I further report that there are adequate systems and processes in the Company commensurate with the size and its operations to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period the Company has

• Issued and allotted Unsecured, Listed Redeemable Non-convertible Debentures on Private Placement, aggregating Rs. 20,000 Crore in six tranches as per the terms of issue of respective tranche.

• Redeemed Non-convertible Debentures aggregating Rs. 133 Crore as per the terms of issue.

• Increased its Authorized Share Capital from Rs. 6000,00,00,000/- (Rupees Six Thousand Crore only) divided into 500,00,00,000 (Five Hundred Crore) equity shares of Rs. 10/- (Rupees Ten only) each and 100,00,00,000 (One Hundred Crore) preference shares of Rs. 10/- (Rupees Ten only) each to Rs. 15000,00,00,000/- (Rupees Fifteen Thousand Crore only) divided into 1400,00,00,000 (Fourteen Hundred Crore) equity shares of Rs. 10/ (Rupees Ten only) each and 100,00,00,000 (One Hundred Crore) preference shares of Rs. 10/ (Rupees Ten only) each.

• Issued and allotted 308,03,34,238 fully paid-up equity shares of Rs. 10/- (Rupees Ten only) each by way of Bonus issue in the proportion of 1 (One) fully paid-up equity share of Rs. 10/- (Rupees Ten only) each for every 1 (One) fully paid-up equity share of Rs. 10/- (Rupees Ten only) each held as on Record Date i.e. September 9, 2017, fixed for this purpose.

• Approved ‘Reliance Industries Limited Employees’ Stock Option Scheme 2017’ ("ESOS 2017") for employees of the Company.

• Approved ‘Reliance Industries Limited Employees’ Stock Option Scheme 2017’ ("ESOS 2017") for employees of the subsidiary companies of the Company

Dr. K. R. Chandratre
FCS No. 1370, C P No: 5144
Place: Pune
Date: April 27, 2018

ANNEXURE VI

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014

A. Conservation of Energy

(a) Steps taken to conserve energy

In light of the global challenges concerning energy security, Reliance Industries Limited (RIL) considers energy management as one of the key components of its responsible business strategy.

Major energy conservation initiatives taken during the FY 2017-18:

Refining and Marketing

Jamnagar Manufacturing Division (DTA)

Heat recovery from LCGO (Light cycle gas oil) pump-around stream at stripper re-boiler of coker gas conditioning section to avoid medium pressure steam consumption;

Recover low level heat from overhead fin fans of crude distillation unit’s fractionator column and utilise the same to preheat raw crude feed resulting in reduced steam consumption;

Heat recovery from deheptaniser (Train 1) column overhead stream in DTA-Aromatics to increase the temperature of feed to the xylene column in Isomar unit. This resulted in reduction of fuel consumption in re-boiler of xylene column and additional generation of medium pressure steam from column overhead circuit.

Installed an in-house developed control system for steam ejectors (from first principles) to reduce Medium Pressure steam consumption in Crude Distillation Units.

Jamnagar Manufacturing Division (SEZ)

In Alkylation unit, use low pressure steam to heat the feed to de-butaniser column and thereby reduce medium pressure steam consumption in its reboiler.

Petrochemicals

Hazira Manufacturing Division

Re-define the speed control strategy of the induction fans of cracking furnaces to optimise quantity of combustion air and thereby also optimise consumption of fuel gas motor power;

Optimisation of reflux in debutaniser, depentaniser and benzene columns to suit the loading of the plant resulting in reduced steam consumption in the column re-boilers;

Improved heat recovery from flue gases in Cracker furnace’s convection coils by water washing;

Installation of a parallel steam header for evacuating increased low pressure steam generated from reactor exotherm in PTA Plant and reducing pressure drop in the pipelines

New pressure control system in benzene tower resulting in higher heat recovery to Naphtha stream and thereby reduced fuel fired in cracker furnace;

Reduction in consumption of high pressure steam by replacing thermodynamic steam traps with inverted bucket steam traps in extrusion section of Polypropylene Plant;

Vadodara Manufacturing Division

Improved heat recovery in heat exchanger network through modifications in 1 st stage hydrogenation in Pyrolysis Gasoline Hydrogenation Unit;

Reduced consumption of high pressure steam by preheating feed to Clay Tower using lean sulfolane solvent from Ethylene Di-Chloride side reboiler outlet;

Installation of flash vessel to generate steam from reactor exotherm in LDPE Plant

Reduced steam consumption in cycle gas heater by preheating feed gasses with hot wash water in EOEG Plant;

Heat recovery for pre-heating of boot water and finishing of recycled water using stripper overhead vapours in PBR Plant.

Dahej Manufacturing Division

Replacing process off gas consumption with excess nitrogen available and generating additional power in off gas expander in PTA Plant.

Optimising pressure of intermediate pressure steam to increase flash steam generation and reduce net steam consumption in PTA Plant.

Nagothane Manufacturing Division

Achieved increase in cracked gas compressor turbine efficiency by refurbishment of components and modification of internal design;

Refurbished ethylene refrigeration compressor turbine internals and improving operating efficiency;

Refractory replacement and improving the heat recovery performance, resulted in increased efficiency of gas cracker furnace;

Patalganga Manufacturing Division

Achieved increased heat recovery in combined feed exchanger of platformer through chemical cleaning

Other initiatives taken at various manufacturing divisions

At Barabanki, Naroda, Silvassa and Hoshiarpur manufacturing division, old pumps were replaced with energy efficient ones. Conventional tube lights were replaced with LED tube lights.

RIL has been gearing up to contribute to the major clean energy initiatives of the Govt of India, namely "Renewable Purchase Obligation (RPO)’ and ‘Perform, Achieve & Trade (PAT)’.

On March 28, 2018, the cracker based manufacturing units of RIL, namely at Hazira, Dahej, Vadodara and

Nagothane have each been notified as ‘Designated Consumer’ for PAT Cycle III (performance years 2017-18 to 2019-20).

Majority of RIL’s electrical power requirement is met through Cogeneration process, which as per Electricity Act 2003, needs to be promoted along with Renewable sources.

Major Subsidiaries (Retail and Jio) and major office locations

Installed LEDs that resulted in energy savings of 1,379 Gcal/hour

Installed strip curtain that resulted in energy savings of 35 Gcal/hour

Increased solar rooftop capacity that resulted in total energy savings of 27 Gcal/hour

Installed motion sensors that resulted in energy savings of 35 Gcal/hour

Improved HVAC and switch sensor systems that resulted in total energy savings of 329 Gcal/hour

(b) The capital investment on energy conservation equipment
Sr. No Manufacturing Division Capital investments on energy efficient equipment’s Energy savings (Gcal/hr) Financial saving
(` in crore) (` in crore per Annum)
(I) Refining & Marketing
1 Jamnagar manufacturing division (DTA) 53.72 40.56 67.16
2 Jamnagar manufacturing division (SEZ) 6.63 5.40 9.03
(II) Petrochemicals
3 Hazira manufacturing division 3.46 25.92 31.17
4 Vadodara manufacturing division 13.31 7.28 15.29
5 Dahej manufacturing division 0.09 8.22 7.04
6 Nagothane manufacturing division 3.00 11.85 18.75
7 Patalganga manufacturing division 1.40 0.07 0.98
8 Other manufacturing divisions 1.03 0.23 0.99

B. Technology Absorption

Research and technology at RIL helps create superior value by harnessing internal research and development skills and competencies and creates innovations in emerging technology domains related to RIL’s various businesses. Research and technology at Reliance focuses on (i) new products, processes and catalyst development to support existing business and create breakthrough technologies for new businesses, (ii) advanced troubleshooting, and (iii) support to capital projects, and profit and reliability improvements in manufacturing plants.

1) Major efforts made towards technology absorption Refining and Marketing

Light coker naphtha processing in SEZ fluidised catalytic converter (FCC) to enable higher propylene and ethylene production

DTA coker feed window widening with respect to metals and asphaltenes by using clarified slurry oil (CSO) with feed

Low cost green process development for valuable metal extraction from gasification slag Development of process for waste plastic conversion to oil

Value creation from refinery waste by-product : Using sodium free di-sulphide oils (DSO) to replace dimethyl disulphide (DMDS) in gas and naphtha cracker and hydrotreater

Straight run fuel oil (SRFO) processing in coker unit to improve profitability

• Green process and catalyst for direct synthesis and

of dimethyl carbonate (DMC) from CO2

methanol Process and catalyst to produce CO from CO2

Optimized coker antifoulant for increasing throughput and reliability In-house developed flasher for removal of H2S

from brine at low capex recovery using Process development for CO2

novel adsorbent concept

Development of high active FCC catalyst

Proprietary accelerated deactivation protocol used to select the best vacuum gas oil hydrotreater (VGOHT) catalyst

Catalyst trials in FCC for continuous yield improvement/profitability

Catalytic gasification studies in outside lab proving the concept in continuous bench scale unit

Separation of active catalyst from FCC ecat

Process for direct conversion of syngas to olefins to ethanol Electro-reduction of CO2 and syn gas to value Differentoptionsfor CO 2 products

Fast characterisation of crude using near-infrared (NIR) to provide assay update support.

In-house corrosion model developed to estimate true corrosivity of crude to optimise crude purchases.

In-house platformer model developed and is being used to maximise value of C5-C12 pool.

Development of in-house RIL model for VGOHT.

Corrected naphtha composition in crude assays to improve accuracy of linear programming (LP) model

Online corrosion monitoring dashboard developed with CFD based shear computations to monitor 44 locations in heavy vacuum gas oil loop (HVGO) loop.

Web-portal developed to visualize the corrosive / passive molecules in crudes or blends and study their impact on corrosion.

Fluxant recipe optimisation for gasifier operations

Petrochemicals:

Development of a Reliance proprietary process to manufacture Chlorinated Polyvinyl Chloride (CPVC) resin

Development of Reliance proprietary catalyst for reforming, dehydrogenation of hydrocarbons

Development of novel speciality materials like self- healing elastomers for extended life of a tire

Development of high strength fiber and film for ballistic armours

Purification of crude terephthalic acid using ionic liquids based technology to significantly reduce operations and capital cost

Novel processes for production of polymer monomers such 1-hexene, butadiene, isoprene

Low energy catalytic process for n-alkane to aromatics

Value addition of carbon dioxide and syngas to chemicals

Eco-smart Polyvinyl Chloride (PVC) development for specialty applications

New ionomeric material development based on butyl rubber, styrene butadiene rubber, polybutadiene rubber for pharmaceutical and automobile applications

Bio-compostable polymers development for packaging applications to reduce plastic waste generation and adverse environmental effects

Development of engineering thermoplastics and biodegradable polymers based on sustainable resources like CO2

Development of engineering thermoplastics e.g., polyphenylene sulfide for automobile, industrial and aerospace applications

Sulphur based interpenetrating network emissions polymers with lower H2S & SO2 development for various applications in construction industry

Novel polyolefins product development ranging from medium to high molecular weight for high strength niche applications

Unique polyolefin product development for 3D printing

Hydrophilic polypropylene development for construction and packaging applications

Novel styrene butadiene rubber development for automobile segment with higher fuel efficient and longer durability with lower carbon emission

Impact copolymer (ICP) and homo grade polypropylene development through Reliance proprietary advanced catalyst system for better operational reliability and higher product performance

High melt flow polypropylene grades for automobile industry by next gen Reliance proprietary catalyst system

Gas phase polyethylene process and products development through Ziegler-Natta (ZN) catalyst

Metallocene polyethylene products and process development for packaging applications

High green strength butyl rubber product development for automobile segment

Poly isobutylene development through novel catalytic route for higher yield with superior microstructure

Self-adhesive materials development for health sector

Development of linen like polyester for fancy effect in fabric

Development of wipe free spinneret

Reduced plate thickness spinnerets for productivity enhancement

Non-circular cross section filaments for moisture management

Development of Recro-therm fibre for low weight and warmth in suiting, shirting and bottom wears

Development of speciality polyester fibre for concrete application

Development of specialty polyester fibre for soil stabilisation

Development of fancy yarn from mix profiled capillaries fibre Developmentofmoisturemanagement through topical treatment and capillary profile modification

Development of durable antibacterial fibre through topical treatment route

Development and launch of high quality performance flame retardant polyester

Biofuels and Bio-Chemicals

Development of ‘Green Bio crude’ and byproducts from algae using sea water, sunlight and low cost nutrients

Development of high yielding biofuel hybrid crops

Development of high yielding, waste land based non-edible crops for large scale cultivation for production of biofuels/chemicals

In-house research and external technology for converting abundantly available cellulosic biomass in India to fuels and chemicals

Application of biotechnology to enhance the productivity of biofuels species

Testing the best hybrids produced by us and others at different agro-climatic zones to identify most productive cultivators

Popularizing the cultivation of bio-fuel crops by growers by conducting method and varietal demonstrations

Development of catalytic hydrothermal liquefaction technology for converting wet waste to wealth

Development of catalyst for upgrading crude biofuel to reduce acidity (Total Acidity Number) and enhancing the oil stability

Developed capabilities to design novel metabolic pathways for biochemicals from syngas, demonstrated production of chemical in syngas utilizing bacteria

Other R&D activities

Development of indigenous polymer electrolyte membrane (PEM) fuel cell technology

Work is underway to develop a technology to produce methane from unminable, underground coal reserves. If the technology is successful, it will help increase production of coal-bed methane

One step process for production of carbon nanotubes (CNT) for non-woven mats (NWM), composites and fibre

Advance process control (APC)/ Real time optimisation (RTO) implementation in all our major manufacturing facilities

Modelling and simulation, scale up support and advance trouble shooting

2. The benefits derived like product improvement, cost reduction, product development or import substitution

The potential benefits derived from R&D and Technology absorption, adoption and innovation initiatives in FY 2017-18 is approximately Rs. 486 crore.

Apart from the above monetary savings,there are other benefits from R&D i.e.

1. Transition from smart buyer of technology to a flagship developer of technology

2. Future ready for next generation businesses and mitigating disruption in existing business.

3. Sustaining competitive advantage 4. Generating new intellectual properties 5. Product stewardship

3. Information regarding imported technology (imported during last three years)

Details of technology imported Technology imported from Year of import Status implementation / absorption
Liquid Phase Isomerization Exxon Mobil 2017-18 Plant under construction
AMT-ADP process for azeotropic distillation AMT, USA 2015-16 Design and construction under progress
Halogenated Isobutylene Isoprene Rubber (HIIR), JV with Sibur Yarsintez, Russia 2015-16 Detail engineering under progress
New generation FDY spinning machines TMT, Japan 2015-16 Plant commissioned
SSP and IDY spinning Dalian, China and TMT, Japan 2015-16 Plant commissioned

4. Expenditure incurred on Research and Development

Sr. No Particulars (` in crore)
a) Capital 1,026
b) Revenue 798
Total 1,824

(II) Total Foreign exchange Earned and Used

Particulars in crore
Foreign Exchange earned in terms of Actual Inflows 1,69,763
Foreign Exchange outgo in terms of Actual Outflows 2,21,977

C. Foreign exchange Earnings and Outgo

(I) Activities relating to export, initiatives to increase exports, Developments of New export markets for Products and Services and Export Plan.

The Company has continued to maintain focus and avail of export opportunities based on economic considerations. During the year, the Company has exports (FOB value) worth 1,69,325 crore (US$ 26.0 billion).

Note: Actual inflows does not include total savings in Foreign Exchange through products manufactured by the Company and deemed exports amounting to 73,736 crore (US$ 11.3 billion).

For and on behalf of the Board of Directors
Mukesh D. Ambani
Chairman and Managing Director
Mumbai, April 27, 2018

   

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