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Products & Services    >   Company Profile   >   Directors Report
Reliance Industries Ltd
Industry : Refineries
BSE Code:500325NSE Symbol:RELIANCEP/E :38.39
ISIN Demat:INE002A01018Div & Yield %:0.34EPS :61.31
Book Value:711.628919Market Cap (Rs.Cr):1592527.54Face Value :10

Dear Members,

The Board of Directors present the Company’s Forty-fifth Annual Report (Post- IPO) and the Company’s audited financial statements for the financial year ended March 31, 2022.

Financial Results

The Company’s financial performance (standalone and consolidated) for the year ended March 31, 2022 is summarised below:

Standalone

Consolidated

2021-22

2020-21

2021-22

2020-21

Rs. crore US$ million* Rs. crore US$ million* Rs. crore US$ million* Rs. crore US$ million*
Profit Before Tax (Before Exceptional Items) 46,786 6,173 22,908 3,133 81,306 10,727 49,819 6,814
Current Tax 787 104 - - 3,161 417 (2,205) (302)
Deferred Tax 6,915 912 4,732 647 13,136 1,733 483 66
Profit For The Year (Before Exceptional Items) 39,084 5,157 27,640 3,780 65,009 8,577 48,097 6,578
Exceptional Items (net of tax) ^ - - 4,304 589 2,836 374 5,642 772
Profit For The Year 39,084 5,157 31,944 4,369 67,845 8,951 53,739 7,350
Net Profit attributable to Non-Controlling Interest - - - - (7,140) (942) (4,611) (631)
Net Profit Attributable to Owners of the Company 39,084 5,157 31,944 4,369 60,705 8,009 49,128 6,719
Balance in Retained Earnings 41,893 6,937 14,146 3,141 1,96,059 27,073 32,972 4,766
Pursuant to Scheme of Arrangement # - - 32,416 4,434 - - (728) (99)
Fresh issue of equity by subsidiaries # - - - - 259 34 1,18,170 16,163
Sub-Total 80,977 12,094 78,506 11,944 2,57,023 35,116 1,99,542 27,549
Appropriations
Transferred to Statutory Reserve - - - - (115) (15) (128) (18)
Transferred to Profit & Loss A/c ^ (33,217) (4,543) - - - -
Transferred (to)/from Debenture Redemption Reserve - - - - (524) (69) 41 6
Transferred (to)/from Special Economic Zone (4,135) (546) 525 72 (4,135) (546) 525 72
Reinvestment Reserve
Dividend on Equity Shares (4,297) (567) (3,921) (536) (4,297) (567) (3,921) (536)
Closing Balance 72,545 10,981 41,893 6,937 2,47,952 33,919 1,96,059 27,073

Figures in brackets represent deductions.

* 1 US$ = Rs. 75.7925 Exchange Rate as on March 31, 2022 (1 US$ = 73.11 as on March 31, 2021).

^ Refer Note 32 of the Standalone Financial Statement and Note 31 of the Consolidated Financial Statement. # Refer Note 15 of the Standalone and Consolidated Financial Statements.

Results of operations and the state of Company’s a_airs

Highlights of the Company’s financial performance for the year ended March 31, 2022 are as under:

Standalone

• Value of sales and services was _4,66,425 crore (US$ 61.5 billion)

• Exports for the year was Rs. 2,54,970 crore (US$ 33.6 billion)

• EBITDA for the year was Rs. 66,185 crore (US$ 8.7 billion)

• Cash Profit for the year was Rs. 56,275 crore (US$ 7.4 billion)

• Net Profit for the year was at Rs. 39,084 crore (US$ 5.2 billion)

Consolidated

• Value of sales and services was

Rs. 7,92,756 crore (US$ 104.6 billion)

• EBITDA for the year was Rs. 1,25,687 crore (US$ 16.6 billion)

• Cash Profit for the year was Rs. 1,10,778 crore (US$ 14.6 billion)

• Net Profit for the year was at Rs. 67,845 crore (US$ 9.0 billion)

Dividend

The Board of Directors has recommended a dividend of Rs. 8/- (Rupees eight only) per equity share of Rs. 10/- (Ten rupees) each fully paid-up of the Company (last year Rs. 7 per equity share of Rs. 10/- each). Dividend is subject to approval of members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source.

The dividend recommended is in accordance with the Company’s Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available on the Company’s website and can be accessed at https://www.ril.com/ DownloadFiles/IRStatutory/Dividend-Distribution-Policy.pdf

Details of material changes from the end of the financial year

The continuance of corona virus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. The operations and revenue were impacted due to COVID-19. During the year under review, there is no significant impact of COVID-19 on the operations of the Company.

Material events during the year under review

Receipt of First call and Second and Final call on partly paid-up equity shares issued on Rights Basis

During the FY 2020-21, the Company had issued and allotted 42,26,26,894 partly paid-up equity shares of Rs. 10/- each, on rights basis, at an issue price of Rs. 1,257/- per fully paid-up equity share (including a premium of Rs. 1,247/- per equity share). An amount equivalent to 25% of the issue price viz.

Rs. 314.25 per equity share was received on application.

During the year under review, the First Call of Rs. 314.25 per partly paid-up equity share was payable from May 17, 2021 to May 31, 2021. The Second and Final call of Rs. 628.50 per partly paid-up equity share was payable from November 15, 2021 to November 29, 2021. An amount of Rs. 81 crore, towards call money, is yet to be received as on March 31, 2022.

The funds received pursuant to Rights Issue, have been utilised for the objects stated in the Letter of Offer dated May 15, 2020, towards repayment of certain borrowings of the Company and general corporate purposes.

Receipt of fourth tranche on partly paid listed unsecured redeemable non-convertible debentures (PPD Series-IA)

During the year under review, the Company received payment of 4th tranche, aggregating Rs. 250 crore, from the holders of PPD Series IA. The said funds have been utilised for repayment of existing borrowings and other purposes in the ordinary course of business.

Issue of Senior Unsecured Notes

During the year under review, the Company has issued fixed rate senior unsecured notes for an aggregate amount of US$ 4 billion across three tranches. The proceeds from the issuance of the Notes have been utilised primarily for refinancing of existing borrowings, in accordance with the applicable law.

Scheme of Arrangement between the Company and Reliance Syngas Limited

The Board of Directors of the Company had approved the Scheme of Arrangement between (i) the Company & its shareholders and creditors and (ii) Reliance Syngas Limited & its shareholders and creditors ("Gasification Scheme"). The Gasification Scheme, inter_alia, provides for transfer of the Gasification undertaking (as defined in the Gasification Scheme) from the Company to Reliance Syngas Limited, a wholly owned subsidiary of the Company, as a going concern on slump sale basis for a lump sum consideration on the terms and conditions as detailed in the Gasification Scheme. The Gasification Scheme was approved by: a. the Shareholders and Creditors of the Company on March 9, 2022; and b. the Hon’ble National Company Law Tribunal, Mumbai Bench and Ahmedabad Bench on March 30, 2022. The Appointed Date of the Gasification Scheme is March 31, 2022 and the Gasification Scheme became effective from April 4, 2022.

Withdrawal of the Scheme of Arrangement between the Company and Reliance O2C Limited

During the year under review, the Company and Saudi Aramco mutually determined that it would be beneficial for both the parties to re-evaluate the proposed investment in O2C business in light of the changed context, due to evolving nature of the Company’s business portfolio.

The Board of Directors of the Company had on November 19, 2021, approved withdrawal of the Scheme of Arrangement between the Company and Reliance O2C Limited ("O2C Scheme") from Hon’ble National Company Law Tribunal ("NCLT"). NCLT, Mumbai Bench has vide its order dated December 3, 2021 approved the withdrawal of the O2C Scheme.

Reclassification of Reliance Industrial Infrastructure Limited

Reliance Industrial Infrastructure Limited was reclassified from the category of ‘Promoter Group’ of the Company to ‘Public’.

Management Discussion and Analysis Report

Management 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.

Business Operations / Performance of the Company and its major subsidiaries

Major developments and business performance of the Company and its major subsidiaries consolidated with the Company are given below:

Retail

Retail segment delivered an all-time-high revenue & profit, driven by highest ever store sales and sustained growth momentum in digital & new commerce. The business ensured continuity of operations and safety of its employees and their families through double vaccination. The business strengthened its competencies across brands, supply chain and technology, through a number of acquisitions and formed strategic relationships with key players and market innovators. The business achieved a revenue of Rs. 1,99,749 crore and an all-time-high EBITDA of Rs. 12,423 crore for the FY_2021-22 as operating environment returned to near normalcy.

Digital Services

Digital services segment achieved revenue of Rs. 1,00,161 crore, an increase of 10.9% Y-o-Y and EBITDA of Rs. 40,268 crore, a growth of 18.3% Y-o-Y. Customer engagement on the Jio network increased further with average per capita data and voice usage at 19.7 GB and 968 minutes per month for the quarter ended March 2022. Jio’s network carried almost 10% of the global mobile data traffic in 2021, and Jio continues to remain the broadband network of choice with over 50% share of India’s data traffic, thereby underlining the ‘Jio effect’ on the digital ecosystem in India. Jio was the digital lifeline during the continuing pandemic and over 130 million new users joined the network on a gross basis during FY 2021-22.

Reliance Jio Infocomm Limited (RJIL) has now also become the largest fiber broadband provider with over 5 million connected homes with an average data usage of almost 300 GB per home per month. Jio has continued to rollout last mile infrastructure at an elevated pace and now has almost 20 million homes passed on its network. Jio’s consumer platforms include apps and services in Media, Commerce, Education, Financial Services, IoT offering personalized content in easily discoverable format with intuitive UI. Leveraging its technology investments and customer engagement, Jio has indigenously developed and launched consumer applications and use cases. Jio’s in-house R&D team, with over 9,000 technical and research professionals, has innovated and developed leading technology platforms spanning 5G stack, Cloud and Edge Compute, Devices & Operating Systems,

Blockchain, IoT, Mixed Reality, AI / ML, Secure Identity and Natural Language Processing, among others.

Media and Entertainment

The business posted highest ever consolidated operating profit and margins with continued improvement in news business profitability and strong margins in entertainment business. This was despite the challenging business environment at the beginning and end of the year due to the pandemic wave and global macro events, respectively. During the FY 2021-22, Network18 reported value of services of Rs. 6,831 crore (growth of 25.1% Y-o-Y) and an all-time-high EBITDA of _1,080 crore (growth of 35.7% Y-o-Y). The improvement in profitability is a result of strong operating performance driving revenue growth across businesses, accompanied by continued cost controls.

Oil to Chemicals

The Oil to Chemicals (O2C) business delivered strong performance on the back of recovery in global demand, robust global economic recovery, rising vaccination rates and easing social distancing measures. In FY_2021-22, the Company remained among the largest producers of transportation fuels, exporting 34.7 MMT of products across the globe to meet most stringent US specifications. The downstream products also delivered robust growth, surpassing its pre-pandemic level business performance on the back of leveraging high level of integration from feedstock to finished goods, strong global business networks, multi-modal logistics capabilities and enhanced digital capability with all stakeholders across the value chain.

Overall production meant for sale increased from 63.6 MMT to 68.2 MMT. The business achieved near full capacity utilisation despite several waves of COVID-19 and also processed 10 new crudes during the year.

Revenues for the O2C business increased by 56.5% on account of increase in crude prices and higher volumes. The segment performance was primarily driven by better transportation fuel cracks due to robust consumption on improved road mobility as COVID restrictions eased and increasing international travel with more countries re-opening their borders. During the FY 2021-22, O2C business reported revenue of Rs. 5,00,900 crore and EBITDA of

Rs. 52,722 crore.

Oil and Gas (Exploration & Production)

Revenue for Oil and Gas (Exploration & Production) business for the year increased by 250.1% Y-o-Y to Rs. 7,492 crore primarily due to ramp-up of gas production from KG D6 and improved price realization. EBITDA for the year, sharply increased to Rs. 5,457 crore, with EBITDA margin of 72.8%. Satellite Cluster Field was commissioned in April 2021, two months ahead of schedule despite COVID-19 challenges. All five wells have been opened, tested and ramped up, achieving a peak production of 6 MMSCMD. Together, the R Cluster and Satellite Cluster fields are currently producing ~18.9 MMSCMD and contributing ~20% of India’s domestic gas production.

During the year, Reliance Eagleford Upstream Holding, LP (REUHLP) a wholly owned step-down subsidiary of the Company, signed an agreement with Ensign Operating III, LLC to divest its interest in certain upstream assets in the Eagleford shale play of Texas, USA. With this transaction, the Company has divested all its shale gas assets and exited from the shale gas business in the US.

Credit Rating

The Company’s financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit ratings are disclosed in the Management Discussion and Analysis Report, which forms part of the Annual Report.

Consolidated Financial Statement

In accordance with the provisions of the Companies Act, 2013 ("the Act") and the Listing Regulations read with Ind AS-110-Consolidated Financial Statement, Ind AS-28-Investments in Associates and Joint Ventures and Ind AS-31-Interests in Joint Ventures, the consolidated audited financial statement forms part of the Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, companies listed in Annexure I to this Report have become and / or ceased to be the Company’s subsidiaries, joint ventures or associate companies. A statement providing details of performance and salient features of the financial statements 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 in this Report 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 available on the Company’s website and can be accessed at https://www.ril.com/ ar2021-22/pdf/RIL-Integrated-Annual-Report-2021-22.pdf. The financial statements of the subsidiaries, as required, are available on the Company’s website and can be accessed at https://www.ril.com/ InvestorRelations/Downloads.aspx. The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company’s website and can be accessed at https://www.ril.com/ DownloadFiles/IRStatutory/Material-Subsidiaries.pdf Reliance Retail Limited, Jio Platforms Limited, Reliance Jio Infocomm Limited and Reliance Retail Ventures Limited are material subsidiaries of the Company, as per the Listing Regulations.

Secretarial Standards

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively.

Directors’ Responsibility Statement

Your Directors state that: a) in the preparation of the annual accounts for the year ended March 31, 2022, 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 judgements 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, 2022 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 adheres 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 part of the Annual Report. 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

In accordance with the Listing Regulations, the Business Responsibility Report (BRR) describing the initiatives taken by the Company from an environmental, social and governance perspective is available on the Company’s website and can be accessed at https://www.ril.com/ DownloadFiles/BRR2021-22.pdf

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 arm’s length basis. During the year under review, 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 or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company’s website and can be accessed at https://www.ril.com/ DownloadFiles/IRStatutory/Policy-on-Materiality-of-RPT.pdf.

During the year under review, the Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions was amended to align it with the amendments in the Listing Regulations.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large. Members may refer to Note 34 of the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

Corporate Social Responsibility (CSR)

Over the past decade, the Company has focused on several corporate social responsibility programs. The CSR initiatives of the Company under the leadership of Smt. Nita M. Ambani, Founder and Chairperson, Reliance Foundation, have touched the lives of more than 5.75 crore people covering more than 50,600 villages and several urban locations across India.

The Company continues its endeavor to improve the lives of people and provide opportunities for their holistic development through its different initiatives in the areas of Rural Transformation, Health, Education, Sports for Development, Disaster Response, Arts, Culture, Heritage and Urban Renewal.

The Company adopted a multi-pronged approach to address the COVID-19 pandemic. The Company supported initiatives on healthcare, medical oxygen supply, emergency meal distribution, supply of free fuel, masks and awareness creation. Over 8.5 crore meals provided under Mission Anna Sewa; over 1.4 crore masks were distributed under Mission COVID-19 Suraksha and free fuel support was provided to over 70,000 emergency vehicles. Medical oxygen production was ramped up from zero to 11% of India’s treatment needs for meeting the requirement of over one lakh patients every day. This was supplied free to several State Governments.

The Company supported national initiatives like Gram Uday Se Bharat Uday Abhiyan, Unnat Bharat Abhiyan, Swachh Bharat Abhiyan, Poshan Abhiyan, Jal Shakti Abhiyan, Sabki Yojana Sabka Vikas, Skill India Mission, Digital India and Doubling Farmers’ Income.

The CSR initiatives of the Company have won several awards including Golden Peacock Award for Corporate Social Responsibility 2021, CII DX Award 2021 under ‘Innovation in CSR through Digital Transformation,’ Award for Corporate Leadership in ESG (Environmental, Social & Governance) from The CSR Journal- Excellence Awards 2021, World Summit Awards 2021 for providing digital solutions through its Machli App and the Best Vaccine Programme by a Private Hospital at the India Today Healthgiri awards among others.

The CSR policy, formulated by the Corporate Social Responsibility and Governance ("CSR&G") Committee and approved by the Board, continues unchanged. The policy can be accessed at https:// www.ril.com/DownloadFiles/ IRStatutory/CSR-Policy.pdf The three core commitments of Scale, Impact and Sustainability form the bed-rock of the Company’s philosophy on CSR initiatives. As per the CSR policy of the Company, Rural Transformation, Health, Education, Environment, Arts, Heritage & Culture and Disaster Response, are the focus areas for CSR engagement.

During the year under review, the Company spent Rs. 813 crore (around 2.21% of the average net profits of last three financial years) on CSR activities. The Annual Report on CSR activities including summary of Impact Assessment Report is annexed herewith and marked as Annexure II to this Report.

Risk Management

The Company has a structured Group Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Risk Management Committee 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) ensuring that all material Strategic and Commercial including Cybersecurity, Safety and Operations, Compliance, Control and Financial risks have been identified and assessed and ensuring that all adequate risk mitigations are in place, to address these risks.

Further details on the Risk

Management activities including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis section, which forms part of the Annual Report.

Internal Financial Controls

Internal Financial Controls are an integral part of the Group Risk Management framework and processes that address financial as well as financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the respective business processes.

Assurance to the Board on the effectiveness of internal financial controls is obtained through 3 Lines of Defence which include: a) Management reviews and self-assessment; b) Continuous controls monitoring by functional experts; and c) Independent design and operational testing by the Group Internal Audit function.

The Company believes that these systems provide reasonable assurance that the Company’s internal financial controls are adequate and are operating effectively as intended.

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Hital R. Meswani and Smt. Nita M. Ambani, 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 ("HRNR") Committee, has recommended their re-appointment.

Shri Yogendra P. Trivedi joined the Board of the Company in 1992 and the Board has benefitted from his sage counsel for nearly 30 years. He demitted office as a Director of the Company from the conclusion of the 44th Annual General Meeting held on June 24, 2021, due to health reasons. He was the Chairman of three Board committees viz. Audit Committee, Corporate Social Responsibility and Governance Committee and Stakeholders’ Relationship Committee and was also a member of Human Resources, Nomination and Remuneration Committee. The Board places on record its deepest gratitude and appreciation towards valuable contribution made by Shri Yogendra P. Trivedi to the growth and governance of the Company during his tenure as a Director of the Company.

The Board of Directors on the recommendation of the HRNR Committee has appointed His Excellency Yasir Othman H. Al

Rumayyan as an Independent Director w.e.f. July 19, 2021 and the shareholders have approved the appointment for a period upto July 18, 2024. In the opinion of the Board, he possesses requisite expertise, integrity and experience (including proficiency).

Shri K. Sethuraman is associated with the Company since 1979 and was appointed as Group Company

Secretary and Chief Compliance Officer of the Company in 2011. Shri_K._Sethuraman has demitted his office as Group Company Secretary and Chief Compliance Officer of the Company with effect from close of business hours of October 22, 2021. is presently designated as President - Group Corporate Secretarial and Governance. The Board places on record it’s appreciation to the contribution made by Shri K. Sethuraman for laying a strong foundation of compliance during his association of more than four decades. In his new role he will act as a mentor for developing next generation leaders and will oversee the group corporate secretarial and governance matters of the Company and it’s subsidiary companies. Smt._Savithri Parekh was appointed as Joint Company Secretary and Compliance Officer on March 29, 2019 and on the recommendation of the HRNR Committee, the Board has designated her as the Company Secretary and Compliance Officer of the Company w.e.f. October 22, 2021. Dr. Raghunath A. Mashelkar and Prof._Dipak C. Jain will be completing their second term of office, as Independent Directors of the Company, on July 20, 2022.

The Company has received declarations from all the Independent Directors of the Company confirming that: a) they meet the criteria of independence prescribed under the Act and the Listing Regulations; and

b) they have registered their names in the Independent Directors’ Databank.

The Company has devised, inter alia, the following policies viz.:

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

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

The aforesaid policies are available on the Company’s website and can be accessed at https://www.ril.com/ DownloadFiles/IRStatutory/Policy-for-Selection-of-Directors.pdf and https://www.ril.com/DownloadFiles/ IRStatutory/Remuneration-Policy-for-Directors.pdf The Policy for selection of Directors and determining Directors’ independence sets out the guiding principles for the HRNR Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual board members with diverse background and experience that are relevant for the Company’s operations. There has been no change in the policy during the current year. The Company’s remuneration policy is directed towards rewarding performance based on review of achievements. The remuneration policy is in consonance with existing industry practice. There has been no change in the policy during the current year.

Performance Evaluation

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors.

In accordance with the manner of evaluation specified by the HRNR Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation of the Chairman, the non-independent directors and the Board as a whole. 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 the report of evaluation received from the respective Committees.

A consolidated report was shared with the Chairman of the Board for his review and giving feedback to each Director.

Employees’ Stock Option Schemes

The Employee Stock Option Scheme–2006 ("ESOS–2006") was withdrawn during FY 2017-18. However, options granted under ESOS–2006, but pending to be exercised, continued to be governed by ESOS-2006. As on March 31, 2022, there were no outstanding options under ESOS - 2006.

The HRNR Committee, through RIL ESOS 2017 Trust inter alia administers and monitors Reliance Industries Limited Employees’ Stock Option Scheme 2017 ("ESOS-2017").

The above Schemes are in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations"). The details as required to be disclosed under the SBEB Regulations can be accessed at https://www.ril. com/DownloadFiles/IRStatutory/ ESOS-2006-Disclosure-2021-22. pdf and https://www.ril.com/ DownloadFiles/IRStatutory/ESOS-2017-Disclosure-2021-22.pdf

Auditors and Auditors’ Report

Auditors

S R B C & CO LLP, Chartered

Accountants and D T S & Associates LLP, Chartered Accountants will complete their present term on conclusion of the ensuing Annual General Meeting.

The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

The Board has recommended the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants and Chaturvedi & Shah LLP, Chartered Accountants, as Auditors of the Company, for a period from the conclusion of forty-fifth Annual General Meeting till the conclusion of fiftieth Annual General Meeting of the Company.

Deloitte Haskins & Sells LLP and

Chaturvedi & Shah LLP have confirmed their eligibility and qualification required under the Act for holding the office as Auditors of the Company.

Cost Auditors

The Board has appointed the following Cost Accountants as Cost Auditors for conducting the audit of cost records of products and services of the Company for various segments for the FY 2022-23 under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014:

i. Textiles Business – Kiran J. Mehta & Co;

ii. Chemicals Business – Diwanji & Co., K.G. Goyal & Associates, V.J._Talati & Co., Suresh D. Shenoy, Shome & Banerjee and Dilip M. Malkar & Co.;

iii. Polyester Business – V.J._Talati & Co., Suresh D. Shenoy, V._Kumar & Associates and K.G._Goyal & Associates;

iv. Electricity Generation – Diwanji & Co. and Kiran J. Mehta & Co.;

v. Petroleum Business – Suresh D. Shenoy;

vi. Oil & Gas Business – V.J. Talati & Co. and Shome & Banerjee; and

vii. Composite Solution – Kiran J. Mehta & Co.

Shome & Banerjee, Cost Accountants, have been nominated as the Company’s Lead Cost Auditors.

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.

Secretarial Auditor

The Board had appointed Dr. K.R. Chandratre, Practising Company Secretary, to conduct Secretarial Audit. The Secretarial Audit Report for the financial year ended March_31, 2022 is annexed herewith and marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Disclosures

Meetings of the Board

Five Meetings of the Board of Directors were held during the year. The particulars of the meetings held and attendance of each Director are detailed in the Corporate Governance Report.

Audit Committee

During the year under review, Shri_Yogendra P. Trivedi demitted office as a Director of the Company and consequently ceased to be the chairman and member of the Audit Committee. The Audit Committee presently comprises Shri_Raminder Singh Gujral (Chairman), Dr. Raghunath A. Mashelkar, Shri Adil Zainulbhai and Shri K. V. Chowdary. All the recommendations made by the Audit Committee were accepted by the Board.

Human Resources, Nomination and Remuneration (HRNR) Committee

During the year under review, Shri_Yogendra P. Trivedi demitted office as a Director of the Company and consequently ceased to be a member of the HRNR Committee. The HRNR Committee presently comprises Shri Adil Zainulbhai (Chairman), Dr. Raghunath A. Mashelkar, Shri_Raminder Singh Gujral, Dr. Shumeet Banerji and Shri_K. V. Chowdary.

Corporate Social Responsibility and Governance (CSR&G) Committee

During the year under review, Shri_Yogendra P. Trivedi demitted office as a Director of the Company and consequently ceased to be the chairman and member of the CSR&G Committee. The CSR&G Committee presently comprises Dr. Raghunath A. Mashelkar (Chairman), Shri Nikhil R. Meswani and Dr. Shumeet Banerji.

Stakeholders’ Relationship (SR) Committee

During the year under review, Shri_Yogendra P. Trivedi demitted office as a Director of the Company and consequently ceased to be the chairman and member of the SR Committee. The SR Committee presently comprises Shri K. V. Chowdary (Chairman), Smt._Arundhati Bhattacharya, Shri Nikhil R. Meswani and Shri_Hital R. Meswani.

Details of composition of other committees are given in the Corporate Governance Report.

Vigil Mechanism and Whistle-blower Policy

The Company has established a robust Vigil Mechanism and a Whistle-blower policy in accordance with the provisions of the Act and the Listing Regulations. Ethics & Compliance Task Force (ECTF) comprising an Executive Director, General Counsel, Group Controller and Group Corporate Secretarial and Governance has been established which oversees and monitors the implementation of ethical business practices in the Company. The task force evaluates incidents of suspected or actual violations of the Code of Conduct and reports them to the Audit Committee every quarter.

Employees and other stakeholders are required to report actual or suspected violations of applicable laws and regulations and the Code of Conduct. Such genuine concerns (termed Reportable Matter) disclosed as per Policy are called "Protected Disclosures" and can be raised by a Whistle-blower through an e-mail or dedicated telephone line or a letter to the ECTF or to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle-blower policy is available on the Company’s website and can be accessed at https://www. ril.com/DownloadFiles/IRStatutory/ Vigil-Mechanism-and-Whistle-Blower-Policy.pdf

Prevention of Sexual Harassment at Workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Committee(s) (ICs) to redress and resolve any complaints arising under the POSH Act. Training / awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

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 provided is proposed to be utilised by the recipient are provided in the Standalone Financial Statement (Please refer Note 2, 3, 7, 10, 34 and 40 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 IV to this Report.

Annual Return

The Annual Return of the Company as on March 31, 2022 is available on the Company’s website and can be accessed at https://www.ril.com/ DownloadFiles/IRStatutory/Annual-Return-2021-22.pdf

Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules 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 forms part of this Report.

Having regard to the provisions of the second 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. Any member interested in obtaining such information may address their email to rilagm@ril.com

General

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters 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 Schemes referred to in this Report.

• 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.

• There has been no change in the nature of business of the Company.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of onetime settlement with any Bank or Financial Institution.

Acknowledgement

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The

Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, debenture holders and debenture trustee during the year under review. For and on behalf of the

Board of Directors

Mukesh D. Ambani

Chairman and Managing Director May 06, 2022

   

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