DIRECTOR'S REPORT

Dear Members,

Your Directors are pleased to present the Forty first Annual Report and the Company's audited financial statement for the financial year ended March 31, 2015.

The Company's financial performance, for the year ended March 31, 2015 is summarised below:

* 1 $ = ` 62.5 Exchange Rate as on March 31, 2015 (1 $ = ` 59.915 as on March 31, 2014)

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The highlights of the Company's performance are as under:

  • Revenue from operations decreased by 15.1% to ` 3,40,814 crore ($ 54.5 billion).
  • Exports decreased by 17.1% to ` 2,28,651 crore ($ 36.6 billion).
  • PBDIT increased by 1.3% to ` 40,323 crore ($ 6.5 billion).
  • Profit before Tax increased by 5.9% to ` 29,468 crore ($ 4.7 billion).
  • Cash Profit increased by 3.4% to ` 31,832 crore ($ 5.1 billion).
  • Net Profit increased by 3.3% to ` 22,719 crore ($ 3.6 billion).
  • Gross Refining Margin was $ 8.6 / bbl for the year ended March 31, 2015.

The consolidated revenue from operations of the Company for year ended March 31, 2015 was down by 13% to ` 3,88,494 crore ($ 62.2 billion). The decline in turnover reflects a sharp fall in crude oil prices during the second half of the year. Strong operating performance from the refining business and stable petrochemicals business performance led to higher operating profits. Consolidated operating profits before other income and depreciation increased by 7.3% on a year on year basis from ` 34,799 crore to ` 37,364 crore. Profit after Tax was higher by 4.8% at ` 23,566 crore as against ` 22,493 crore in the previous year.

The financial year 2014-15 has been a very successful and important year for the Company. The Company's refining business delivered record earnings in a year when the collapse of oil prices unsettled the hydrocarbons market. During the year, RIL Jamnagar refineries processed 67.9 MMT of crude, achieving an average utilization rate of 110%. The Company was able to capitalize on the market conditions through its operational excellence, higher efficiency and well executed strategies around crude sourcing and product placement. The revenue from Petrochemicals segment decreased reflecting lower product prices resulting from sharp decline in crude and feedstock prices.

KG-D6 field produced 1.96 million barrels of crude oil, 0.32 million barrels of condensate and 158 BCF of natural gas in 2014-15, reflecting a growth of 12% in case of Condensate and a reduction of 3% and 12% of Crude Oil and Natural Gas respectively on a year on year basis. The decline in production was largely due to natural decline in fields coupled with partial shutdown of MA field due to Hudhud cyclone.

The capital expenditure of Reliance on a consolidated basis for 2014-15 was ` 1,00,247 crore including exchange rate difference capitalization. The capital expenditure was principally on account of ongoing expansion projects in petrochemicals and refining business at Jamnagar, Dahej and Hazira, Broadband access and US Shale gas projects.

During the year, the Company commissioned its new PBR Plant at Hazira, Gujarat, with capability to produce Nickel and Neodymium grade PBR. With the commissioning of this facility, the Company's total PBR capacity is now at 115 KTPA. RIL also started its new 150 KTPA SBR plant during the year which is expected to stabilise in the coming months.

During the last quarter of 2014-15, RIL started phase-1 PTA capacity of 1,150 KTPA and 650 KTPA of PET capacity at Dahej, Gujarat. Both these plants are expected to stabilise operations in the coming months and will be advantageously positioned to reap the benefits of integration. The new PET resin facility is one of the largest bottle-grade PET resin facility at a single location globally.

The new PTA plant has been built with Invista technology and is highly energy efficient and environment friendly. Indian market is currently deficit in PTA by over 1.5 MMTPA. The start-up of the new PTA plant at Dahej will take India closer to self-sufficiency in PTA.

The Company has made offerings of Senior Unsecured Notes priced under Rule 144A/Regulation S of the Securities Act, 1933 (USA) aggregating US $ 1.75 billion during January and February 2015. These funds will be utilized for ongoing capital expenditure.

The Company is one of India's largest contributors to the national exchequer primarily by way of payment of taxes and duties to various government agencies. During the year, a total of ` 33,322 crore ($ 5.3 billion) was paid in the form of various taxes and duties.

The Company is featured in the Fortune Global 500 list of the world's largest corporations for the eleventh consecutive year and was ranked 114th in terms of revenues and 155th in terms of profit.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

Your Directors have recommended a dividend of ` 10 (i.e. 100%) per equity share (last year ` 9.50 per equity share) for the financial year ended March 31, 2015, amounting to ` 3,559 crore (inclusive of tax of ` 615 crore), one of the highest payout by any private sector company in India. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on May 11, 2015 and in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

The dividend payout for the year under review has been formulated in accordance with the Company's policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

The developments in business operations / performance of major subsidiaries consolidated with RIL are as below:

Shale Gas Business

Reliance's shale gas business continued on its growth trajectory with revenues and EBIT increasing 20.1% and 36.3% respectively, despite a challenging price environment. RIL's share of net sales volume was at 168 BCFe, compared to 131 BCFe in 2013. EBITDA of $ 775.1 million in 2014, was up 26% y-o-y.

Operationally, the business continued its strong performance during calendar year 2014, with production reaching the new record levels across the JVs. Gross JV production averaged at ~1.2 Bcfe/day, reflecting growth of 26% over the levels achieved in calendar year 2013. The business has reached an overall development maturity (with a significant part of the acreages held by production) and this provides adequate investment flexibility in managing the low price environment through prioritizing well capex in the most prolific areas.

Retail Business

Reliance Retail business grew by 21.2% to reach revenue of ` 17,640 crore as against ` 14,556 crore registered in the previous financial year. It continued to grow profitably, achieving profits before depreciation, finance cost and tax expense (PBDIT) of ` 784 crore, an increase of 116% on a year on year basis. The format sectors collectively witnessed a five-year CAGR of 31% in revenues.

During the year, Reliance Retail consolidated its market leadership in all of the focus sectors of digital, lifestyle and value sectors. During the year, Reliance Retail undertook an unprecedented store opening plan on an accelerated pace and added a net total of 930 stores to further increase its reach in the underserved markets. A total of 0.9 million square feet area was added. As on 31st March 2015, Reliance Retail operated 2,621 stores, covering an area of 12.5 million square feet across 200 cities.

Jio Infocomm

RIL's subsidiary, Reliance Jio Infocomm Limited (RJIL) is the only private player with Broadband Wireless Access (BWA) spectrum in all the 22 telecom circles of India. It plans to provide reliable fast internet connectivity through the 20 MHz, contiguous, pan-India BWA spectrum. RJIL has also successfully acquired 1800 MHz spectrum across 14 key circles in February, 2014.

In March 2015, RJIL has successfully acquired the right to use spectrum in 800 MHz & 1800 MHz in 13 key circles across India in the Spectrum Auction conducted by Department of Telecommunications (DoT), Government of India. With this acquisition, in addition to the pan-India 2300 MHz spectrum, RJIL has spectrum in either 800 MHz or 1800 MHz or both in 20 out of the total of 22 circles in the country. RJIL's total equivalent spectrum footprint has increased from 597.6 MHz to 751.1MHz (including uplink and downlink), strengthening its position as the largest holder of liberalized spectrum.

This combined spectrum footprint across frequency bands provides significant network capacity and deep in-building coverage. RJIL plans to provide seamless 4G services using LTE in 800 MHz, 1800 MHz and 2300 MHz through an integrated ecosystem.

RJIL is working aggressively in achieving the minimum roll out obligations as specified in the Notice Inviting Application for the spectrum auction in 2010, per the Test Schedule Test Procedure (TSTP) issued by DoT in March, 2015.

Media and Entertainment

During the year, Independent Media Trust (IMT), of which RIL is the sole beneficiary, acquired the control of Network18 Media & Investments Limited (Network18), including its subsidiary TV18 Broadcast Limited (TV18). This acquisition will differentiate Reliance's Jio Infocomm business by providing a unique amalgamation at the intersect of telecom, web and digital commerce via a suite of premier digital properties.

Network18 has interests in television, digital content, filmed entertainment, digital commerce, magazines, mobile content and allied businesses. Network18, through its group companies, operates a combined bouquet of over 30 channels. Network18 operates a number of digital and mobile properties offering digital content and commerce, including home shopping and online ticketing. It also publishes special interest magazines and has a presence in film production and distribution.

From the date of acquisition of control to 31st March, 2015, Network 18's operating revenue stood at ` 2,747 crore and EBIT at ` 135 crore, on a consolidated basis.

CREDIT RATING

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies as given below:

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report

During the year under review, companies listed in Annexure I to this Report have become or ceased to be Company's subsidiaries, joint ventures or associate companies. A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided as Annexure A to the consolidated financial statement and hence not repeated here for the sake of brevity. The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: http://www.ril.com/getattachment/759df65c-9a8d-42ff-a23c-e1c5d892e0c7/Policy-for-determining-Material-Subsidiaries.aspx

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, 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, 2015 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.

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

As stipulated under the Listing Agreement, the Business Responsibility report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as part of the Annual Report.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.ril.com/getattachment/007dfb3a-20aa-4b32-9a5b-ac51738bad00/Policy-on-Materiality-of-Related-Party-Transaction.aspx

Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.

CORPORATE SOCIAL RESPONSIBILITY (CSR) The Corporate Social Responsibility and Governance Committee (CSR&G Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board

The CSR Policy may be accessed on the Company's website at the link: http://www.ril.com/getattachment/d5fd70ef-e019-47e5-bb83-de2077874505/Corporate-Social-Responsibility-Policy.aspx

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

The Company has identified six focus areas of engagement which are as under:

  • Rural Transformation: Creating sustainable livelihood solutions, addressing poverty, hunger and malnutrition.
  • Health: Affordable solutions for healthcare through improved access, awareness and health seeking behaviour.
  • Education: Access to quality education, training and skill enhancement.
  • Environment: Environmental sustainability, ecological balance, conservation of natural resources.
  • Protection of National Heritage, Art and Culture: Protection and promotion of India's art, culture and heritage.
  • Disaster Response: Managing and responding to disaster.

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

During the year, the Company has spent ₹ 761 crore (around 2.85% 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 II.

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organisational structures, processes, standards, code of conduct and behaviors together form the Reliance Management System (RMS) that governs how the Group conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Hital R. Meswani and Shri P.M.S. Prasad, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. Shri Mahesh P. Modi, Independent Director of the Company passed away in February 2015. The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as Director of the Company. Shri Maheswar Sahu, who was appointed as an additional director, demitted office as a Director effective March 30, 2015.

During the year under review, the members approved the appointments of Smt. Nita M. Ambani as a non-executive Non-Independent Director who is liable to retire by rotation and of Shri Mansingh L. Bhakta, Shri Yogendra P. Trivedi, Dr. Dharam Vir Kapur, Prof. Ashok Misra, Prof. Dipak C. Jain, Dr. Raghunath A. Mashelkar and Shri Adil Zainulbhai as Independent Directors who are not liable to retire by rotation. The members have also re-appointed Shri Mukesh D. Ambani as the Managing Director and Shri Hital R. Meswani and Shri P.M.S. Prasad as whole-time directors, designated as executive directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

The Company had engaged two consultants for looking at the best practices prevalent in the industry and advising with respect to evaluation of Board members. On the basis of recommendations of the consultants and the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www.ril.com/getattachment/3b0559bd-20fd-4e3e-8a35-1c0a8f090224/Familiarisation-Programme-for-Independent-Director.aspx

The following policies of the Company are attached herewith marked as Annexure IIIA and Annexure IIIB:

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

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

The Human Resources, Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines.

The applicable disclosures as stipulated under the SEBI Guidelines as on March 31, 2015 (cumulative position) with regard to the Employees' Stock Option Scheme (ESOS) are provided in Annexure IV to this Report.

The issue of equity shares pursuant to exercise of options does not affect the Statement of Profit and Loss of the Company, as the exercise is made at the market price prevailing as on the date of the grant plus taxes as applicable.

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the members. The certificate would be placed at the Annual General Meeting for inspection by members./p>

Voting rights on the shares issued to employees under the ESOS are either exercised by them directly or through their appointed proxy.

Statutory Auditors

M/s. Chaturvedi & Shah, Chartered Accountants, Deloitte Haskins & Sells LLP, Chartered Accountants and M/s. Rajendra & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

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

Cost Auditors

The Board has appointed the following cost auditors for conducting the audit of cost records of the Company for various segments for the financial year 2014-15:

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

(ii) For Chemicals Business - M/s. Diwanji & Associates, Cost Accountants, M/s. K.G. Goyal & Associates, Cost Accountants, M/s. V.J. Talati & Co., Cost Accountants, M/s. Kiran J. Mehta & Co., Cost Accountants, M/s. Bandyopadhyaya Bhaumik & Co., Cost Accountants, M/s. Shome & Banerjee, Cost Accountants and M/s. Dilip M. Malkar & Co., Cost Accountants;

(iii) For Polyester Business - Shri Suresh D. Shenoy, Cost Accountant and M/s. V. Kumar & Associates, Cost Accountants;

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

(v) For Petroleum Business – M/s. V.J. Talati & Co., Cost Accountants; and

(vi) For Oil & Gas Business - Shri Suresh D. Shenoy, Cost Accountant and M/s. Shome & Banerjee, Cost Accountants.

M/s. Shome & Banerjee, Cost Accountants, were nominated as the Company's Lead Cost Auditor.

Secretarial Auditor

The Board has appointed Dr. K.R. Chandratre, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES:

CSR&G Committee

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

Audit Committee

The Audit Committee comprises Independent Directors namely Shri Yogendra P. Trivedi (Chairman), Dr. Raghunath A. Mashelkar and Shri Adil Zainulbhai as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: http://www.ril.com/getattachment/c5c2d3f9-8a4d-4075-830f-33d9917d05b4/Vigil-Mechanism-and-Whistle-Blower-Policy.aspx

Meetings of the Board

Seven meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance on page no. 128 of this Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 11, 12, 13 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 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, 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.

Disclosures pertaining 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.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to

the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company's website.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

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

5. 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.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors

Mukesh D. Ambani

Chairman and Managing Director

April 17, 2015

Companies which became / ceased to be Company's Subsidiaries, Joint Ventures or Associate Companies:

1. Companies which have become subsidiaries during the financial year 2014-15:

Annual Report on Corporate Social Responsibility (CSR) activities for the financial year 2014-15

DETAILS OF AMOUNT SPENT ON CSR ACTIVITIES DURING THE FINANCIAL YEAR 2014-15

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.'

Sd/-
Nikhil R. Meswani
Executive Director
April 17, 2015
Sd/-
Yogendra P. Trivedi
Chairman, CSR&G Committee

Policy for Selection of Directors and determining Directors' independence

1. Introduction

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 recognizes 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 Clause 49 of the Equity Listing Agreement.

3.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

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 and 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, Equity Listing Agreements 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 Clause 49 of the Equity Listing Agreement, is as below:

An independent director in relation to a company, means a 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 fifty 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 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 financial year in which he is proposed to be appointed, of—

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which 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 ten per cent or more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent 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 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.

Remuneration Policy for Directors, Key Managerial Personnel and other employees

1. Introduction

Reliance Industries Limited (RIL) recognizes 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 Ccompany.

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 Clause 49 of the Equity Listing Agreement.

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) Basic Pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retiral benefits

(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 organization. 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.

Disclosures with respect to Employees Stock Option Scheme of the Company

(a) Options granted - 5,98,47,502;

(b) Exercise Price – 5,74,56,000 options granted at an exercise price of ` 642 per option (adjusted for bonus issue); 54,000 options granted at an exercise price of ` 842 per option (adjusted for bonus issue); 20,16,000 options granted at an exercise price of ` 1,146 per option (adjusted for bonus issue); 1,00,200 options granted at an exercise price of ` 644.50 per option (adjusted for bonus issue); 16,000 options granted at an exercise price of ` 995 per option; 19,200 options granted at an exercise price of ` 929 per option; 4,100 options granted at an exercise price of ` 972 per option; 18,000 options granted at an exercise price of ` 871 per option; 23,717 options granted at an exercise price of ` 847 per option; 15,000 options granted at an exercise price of ` 765 per option; 8,000 options granted at an exercise price of ` 715 per option; 60,866 options granted at an exercise price of ` 860 per option, 11,000 options granted at an exercise price of ` 880 per option, 21,367 options granted at an exercise price of ` 936 per option, 13,052 options granted at an exercise price of ` 960.65 per option and 11,000 options granted at an exercise price of ` 843.15 per option. The above exercise prices exclude all applicable taxes, as may be levied in this regard;

(c) Options vested – 3,72,27,053;

(d) Options exercised - 1,22,40,743;

(e) The total number of shares arising as a result of exercise of options – 1,22,40,743;

(f ) Options lapsed – 2,40,91,360;

(g) Variation in terms of options – Nil;

(h) Money realised by exercise of options – ` 811,06,21,484;

(i) Total number of options in force [(a) – (d) – (f )] – 2,35,15,399;

(j) Employee wise details of options granted to: (i) Senior Management Personnel: Shri Nikhil R. Meswani – 14,00,000, Shri Hital R. Meswani - 14,00,000, Shri P.M.S. Prasad - 10,00,000 and Shri P.K. Kapil – 1,00,000 (ii) Any other employee who received a grant in any one year of options amounting to 5% or more of options granted – Nil (iii) Identified employees who were granted options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant – Nil; and

(k) Basic and Diluted Earnings Per Share (EPS) before exceptional items pursuant to issue of shares on exercise of options calculated in accordance with AS-20 'Earnings Per Share' - ` 70.25. Based on alternate interpretation for calculation of Diluted EPS as per AS-20, the diluted EPS is ` 70.09.

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 MARCH 2015

[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
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 authorized 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 31 March 2015 ('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 2015 according to the provisions of:

(i) The Companies Act, 2013 (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, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 Not applicable to the Company during the Audit Period);

(

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28 October 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 Companies 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); and

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

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Not notified hence not applicable to the Company during the audit period).

(ii) The Listing Agreements entered into by the Company with 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 read with Petroleum and Natural Gas (Safety in offshore Operations) Rules, 2008;

(d) The Mines Act, 1952 and 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, agenda and detailed notes on agenda were sent at least seven days in advance, and 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 Committee 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 operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period:

(a) the Company has made offering of Senior Unsecured Notes priced under Rule 144A/Regulation S of the Securities Act, 1933 (USA) aggregating US$ 1.75 billion;

(b) the Company has redeemed non-convertible debentures aggregating ` 434.33 crore.

Dr. K R Chandratre
FCS No. 1370, C P No: 5144
Place: Mumbai
Date: April 17, 2015

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

A. Conservation of Energy

(i) Steps taken for conservation of energy

Energy conservation dictates how efficiently a company can conduct its operations. RIL has recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. The Company has undertaken various energy efficient practices that have reduced the growth in carbon di-oxide (CO2) emissions and strengthened the Company's commitment towards becoming an environment friendly organisation.

A dedicated 'Energy Cell' is focusing on energy management and closely monitor energy consumption pattern across all manufacturing sites. Periodic energy audits are conducted to improve energy performance and benchmark with other international refineries and petrochemicals sites.

Major energy conservation initiatives taken during the FY 2014-15

Refining & Marketing

Jamnagar manufacturing division (DTA)

  • Installation of 'Vacuum Distillation Unit' off-gas scrubber and recovering additional heat from flue gas of crude heaters
  • Retrofitting heaters in Crude Distillation Unit (CDU) with new air preheaters
  • Crude column overhead heat recovery
  • Efficiency improvement at Isomar unit
  • Reduction of operating Hydrogen/Hydro Carbon ratio at Isomar unit
  • Substituting fuel gas blanketing with nitrogen blanketing in push-pull system of naphtha splitter receiver
  • Installation of new Medium Pressure (MP) steam generator for heat recovery from LCNO product circuit
  • Switching steam turbine driven pump to motor drive and maintaining deaerator temperature at 123oC for Low Pressure (LP) steam optimization
  • Switching of 'High High Pressure Boiler Feed Water (HHP BFW)' turbo driven pump to motor drive to avoid LP steam dumping
  • LP steam header pressure optimization in DTA
  • Isomer Benzene Column (IBC) feed preheat by lean solvent

Jamnagar manufacturing division (SEZ)

  • Use of sponge oil as a heating media in blow down reboiler of Coker in place of MP steam
  • Scanfiner heat recovery project for recovering heat from product
  • Stoppage of Vent Gas Recovery (VGR) compressor in SEZ polypropylene during low throughput scenario.
  • Substituting flare seal drum purge gas from fuel gas to nitrogen

Petrochemicals

Hazira manufacturing division

  • Replacement of old chillers with new energy efficient chillers
  • Pyroblock installation in cracker furnaces to reduce heat loss
  • Line up of process flash steam from Pure Terephthalic Acid (PTA) crystallizer to recovery column
  • Efficiency improvement of Heat Recovery Steam Generator (HRSG) by dry ice cleaning
  • Replacement of quench water pumps with high efficiency pumps
  • Heat recovery from Gasoline Hydrogenation Unit (GHU) coolers to reduce LP steam consumption
  • Uprating of Cracker compressor
  • Installation of glycol jet ejector instead of steam ejector
  • Replacing impeller of cracker Cooling Water (CW) pumps
  • Installation of thermo compressor in butadiene plant

Vadodara manufacturing division

  • Cooling water pumping optimization by a combination of small and big pumps in Low Density Polyethylene (LDPE) plant
  • Optimization of stripping steam in Poly Butadiene Rubber (PBR) Efficiency improvement of HRSG by dry ice cleaning
  • Improved heat recovery from cycle water by installing additional shell in series
  • Thermal efficiency improvement in Linear Alkyl Benzene (LAB) hot oil heater by cleaning of Air Pre-Heater (APH) and conventional coils
  • Preheat benzene clay tower feed for heat integration
  • Pyrogel insulation for HP steam header

Dahej manufacturing division

  • Steam preheater taken in line at dryers to reduce fuel gas consumption
  • Importing power under Medium Term Open Access (MTOA)
  • Intermediate Pressure (IP) steam supply to Vinyl Chloride Monomer (VCM) Plant
  • Stoppage of refrigeration machine during leaner gas composition and low plant load at Ethane Propane Recovery Unit (EPRU)
  • Running single amine circulation pump during leaner gas composition and low plant load at Ethane Propane Recovery Unit (EPRU)
  • Replacing Ammonia chillers with new efficient chiller

Nagothane manufacturing division

  • LP condensate heat recovery in Cracker
  • Provision of cracker off gas line directly to High Pressure (HP) knock out drum of power plant for gas turbine
  • Increasing the area of regeneration gas feedeffluent heat exchanger for increased heat recovery in Cracker
  • Replacement of old cooling water pumps with high efficiency pumps

Patalganga manufacturing division

  • Reduced power and fuel consumption in reformate stripper of Para-Xylene plant by using smaller reflux pump

Other initiatives taken at various manufacturing divisions

  • Replacement of conventional motors to energy efficient motors
  • Recycle of fly ash in pet-coke Dow vapouriser
  • Optimisation in operation of air compressors
  • Improving power factor by installing High Tension (HT) capacitor bank

(ii) Steps taken by the Company for utilising alternate sources of energy

  • Hybrid digester converted to Up flow Anaerobic Sludge Blanket (UASB) reactor at Hazira
  • Solar Photovoltaic (PV) for canteen building at Jamnagar
  • Solar Photovoltaic system of 34.8 kWp installed for internal consumption at RIL (Exploration & Production) Shore based complex at Kakinada
  • Anaerobic digester for processing of 3 TPD canteen waste to generate biogas and organic manure is commissioned at Reliance Corporate Park

(iii) The capital investment on energy conservation equipment

The Company has also made capital investment in its Hazira manufacturing division for utilising alternate sources of energy to the extent of ` 2.9 crores resulting in to energy savings of 1.10 Gcal/hr and financial savings of ` 1.10 crores.

B. Technology Absorption

Reliance Technology Group (RTG), RIL's integrated central research & technology unit that helps create superior value by harnessing internal research and development skills and competencies and by innovating in emerging technology domains related to RIL's various businesses. RTG 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.

(i) Major efforts made towards technology absorption

Refining & Marketing

  • New coking research facilities to carry out research projects for upgrading refinery residue streams
  • Hydroprocessing research facilities to carry out research projects to upgrade intermediate and final products in petroleum refinery
  • Development of in-house Vacuum Gas oil (VGO) hydroprocessing catalyst
  • Development of a new coking additive to increase liquid product yields
  • A new process for Total Acid Number (TAN) reduction in crude and kerosene products
  • Addition of facilities like desalter pilot plant and extractive distillation pilot unit to boost crude processing research capability
  • New analytical techniques for rapid crude characterization and molecule-based modeling and optimization of intra-refinery streams and processes
  • CO2 capture from refinery flue gases and its utilization to make chemicals
  • Development of catalyst and processes for gasification of petroleum coke/biomass at moderate temperature
  • In Fluid Catalytic Cracking (FCC), a new process technology for generating very high olefin yields from lower-value feedstock
  • High stability catalyst additive for maximizing petrochemicals co-production in FCC
  • The use of feed properties and operating conditions to optimize petroleum coke quality
  • Determination of crude corrosion potential and requisite mitigation
  • Removal of heat stable salts and sodium from refinery streams
  • Technology development to process low-cost, heavy crudes
  • New catalytic cracking technology for high light olefin yields from low value hydrocarbon streams
  • Development of composition based reactor models for VGO hydrotreating
  • Reliability improvement and capacity augmentation of coker unit through cost effective revamp
  • Crude debottlenecking and crude window widening through installation of third vacuum distillation unit
  • Cycle oil manufacturing from Clarified Slurry Oil (CSO)
  • Isotherming technology evaluation for VGO processing for sweet VGO quality improvement with capacity enhancement
  • Refinery wide optimiser development in KBC Petrosim
  • Debottlenecking the existing crude de-salters.
  • Revamp of FCC naphtha splitter for improving performance
  • Trails planned for RMP5, an additive developed by R&D for propylene maximization
  • Molecular characterization feed streams
  • Stream-wise value addition to low value refinery streams
  • Selection and pilot plant studies for improved catalysts for transalkylation

Petrochemicals

  • Blow molding polyethylene grade by inhouse catalyst system
  • High melt flow impact polypropylene copolymer grade development
  • Styrene-butadiene rubber process-structure relationship and process improvement
  • Polybutadiene rubber process and performance improvement
  • Polypropylene fiber composite development
  • Halogenated butyl rubber derivative studies and development
  • Regeneration of adsorbents for olefins removal from aromatic streams
  • Scale up of new polyester packaging material to extend the shelf life of fruits and vegetables
  • Development of adsorbent for recovery of paraxylene from C8 stream
  • Catalyst for nitrogen purification
  • New process for butadiene production
  • Scale up of chlorination process for new products
  • Development of super absorbent polymers
  • Additive development for coke reduction on thermal cracking
  • Development of new ethylene based polymers
  • Development of homogeneous catalyst and process for polyolefin
  • High performance oriented polyolefin products for niche applications
  • High performance polyethylene grades for packaging and transport
  • Improvement and innovation for in-house catalysts with higher efficiency (activity, and throughput) for producing polypropylene
  • In-house production of 1-butene catalyst
  • Metallocene grade polyethylene production
  • High flow polypropylene grades for melt blown film applications
  • Development of high flow polypropylene random copolymer grades for thin wall injection molding applications
  • Production of slurry based polypropylene impact copolymer grades for sheet extrusion & automotive applications
  • Chemical Composition Distribution (CCD) of Polyolefins using CRYSTAF-TREF
  • Capacity augmentation of polypropylene plants
  • Flexible intermediate bulk container (FIBC) loading machines installation in Polyolefin plants
  • Installation of Sea-Bulk loading facility in polypropylene plant at Jamnagar
  • Various Fully Drawn Yarn (FDY) products using alternate polyester Scale-up of alternate crosssection
  • Partially Oriented Yarn (POY)/FDY
  • Development of alternate cross section fibre for improving characteristics
  • Development of polyester staple fibre as replacement of other synthetic fibres
  • Design spinnerets to produce products of specific requirements and increase productivity
  • Research on additives for fibers with better comfort properties
  • Fibers for reinforcement of different kinds of matrix materials
  • High performance carbon nanotube fibers
  • Development of alternative ReHeat (RH) additive for PET bottles applications mainly for productivity enhancement during blow molding process
  • Development of alternative phosphorous compound for PET bottles applications
  • Development of slow crystallizing PET resin for 20 litres containers applications
  • Development of alternative de-lustering additives for partial replacement of TiO2 in polyester fiber applications
  • Development of barrier PET resin for packaging oxygen sensitive foods and beverages
  • Development of UV blocking PET resin for packaging applications
  • Development of PET resin for thin walled injection moulding applications
  • Development of extrusion blow mouldable grade of PET having high melt strength
  • Development of UV resistant PET fiber
  • Development of PET fibres for non-woven application
  • Indigenous development of catalyst for heavy metal catalyst replacement in PET.
  • Development of bicomponent polyester yarns
  • Polyester recycling initiatives for diverse end uses & polyester waste recycling to improve carbon foot print
  • Development of bio-based process for recovering PET from textile PET/ blends

Biofuels and Biochemicals

  • Development of ‘Green Bio crude’ 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
  • Genetic modifications, high throughput screening and metabolic flux analysis for biomolecule production

Health, Safety and Environment

  • Separation of olefins from coker gas oil for LAB production
  • Hydroisomerization catalyst for diesel production and low pressure, ultra-low sulphur diesel hydrotreating catalyst
  • Purification of normal olefins from coker gas oil for LAB production
  • Gasoline upgradation by benzene recovery unit / extract hydrotreater and scanfining unit
  • Sulfur based polymers development for concrete applications
  • Development of high stability paraffin dehydrogenation catalyst for LAB production
  • Development of non-hydrofluoric acid LAB manufacturing process that eliminates Hydro Fluoric (HF)

Other R&D activities across multiple business

  • Computational fluid dynamics studies for trouble shooting plant operations
  • Advance Process Control (APC) and Real Time Optimisation (RTO)
  • Comparative evaluation and benchmarking of various technologies
  • Development of reactor models in various refinery/petrochemicals plants

(ii) 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 2014-15 is approximately ` 340 crore / annum.

(iii) Information regarding imported technology (Imported during last three years)

(iv) Expenditure incurred on research and development

C. Foreign exchange Earnings and Outgo-

1. 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 ` 2,09,169 crore ($ 33,467 million).

2. Total Foreign exchange Earned and Used ` in

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31, 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

II. PRINCIPAL BUSINESS ACTIVITES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company are given below :-

* As per National Industrial Classification – Ministry of Statistics and Programme Implementation

# On the basis of Gross Turnover

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

ii) Shareholding of Promoters

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

iii) Change in Promoters' Shareholding

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

v) Shareholding of Directors and Key Managerial Personnel

V. INDEBTENDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

B. Remuneration to other directors:

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES