In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the report containing the details of Corporate Governance systems and processes at Reliance Industries Limited (RIL) is as follows:

At RIL, Corporate Governance is all about maintaining a valuable relationship and trust with all stakeholders. We consider stakeholders as partners in our success, and we remain committed to maximising stakeholders' value, be it shareholders, employees, suppliers, customers, investors, communities or policy makers. This approach to value creation emanates from our belief that sound governance system, based on relationship and trust, is integral to creating enduring value for all. We have a defined policy framework for ethical conduct of businesses. We believe that any business conduct can be ethical only when it rests on the six core values of Customer Value, Ownership Mindset, Respect, Integrity, One Team and Excellence.

STATEMENT ON COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

Corporate Governance encompasses a set of systems and practices to ensure that the Company's affairs are being managed in a manner which ensures accountability, transparency and fairness in all transactions in the widest sense. The objective is to meet stakeholders' aspirations and societal expectations. Good governance practices stem from the dynamic culture and positive mindset of the organisation. We are committed to meet the aspirations of all our stakeholders. This is demonstrated in shareholder returns, high credit ratings, governance processes and an entrepreneurial performance focused work environment. Additionally, our customers have benefited from high quality products delivered at extremely competitive prices.

The essence of Corporate Governance lies in promoting and maintaining integrity, transparency and accountability in the management's higher echelons. The demands of Corporate Governance require professionals to raise their competence and capability levels to meet the expectations in managing the enterprise and its resources effectively with the highest standards of ethics. It has thus become crucial to foster and sustain a culture that integrates all components of good governance by carefully balancing the complex inter-relationship among the Board of Directors, Audit Committee, Corporate Social Responsibility and Governance Committee, Finance, Compliance and Assurance teams, Auditors and the senior management. Our employee satisfaction is reflected in the stability of our senior management, low attrition across various levels and substantially higher productivity. Above all, we feel honoured to be integral to India's social development. Details of several such initiatives are available in the Report on Corporate Social Responsibility.

At RIL, we believe that as we move closer towards our aspirations of being a global corporation, our Corporate Governance standards must be globally benchmarked. Therefore, we have institutionalised the right building blocks for future growth. The building blocks will ensure that we achieve our ambition in a prudent and sustainable manner. RIL not only adheres to the prescribed Corporate Governance practices as per the Listing Regulations, but is also committed to sound Corporate Governance principles and practices. It constantly strives to adopt emerging best practices being followed worldwide. It is our endeavour to achieve higher standards and provide oversight and guidance to the management in strategy implementation, risk management and fulfilment of stated goals and objectives.

Over the years, we have strengthened governance practices. These practices define the way business is conducted and value is generated. Stakeholders' interests are taken into account, before making any business decision. RIL has the distinction of consistently rewarding its shareholders over 38 eventful years from its first IPO. Since then, RIL has moved from one big idea to another and these milestones continue to fuel its relentless pursuit of ever-higher goals.

On standalone basis, we have grown by a Compounded Annual Growth Rate (CAGR) of Revenues 24.1%, EBITDA 26.1% and Net Profit 27.2%. The financial markets have endorsed our sterling performance and the market capitalisation has increased by CAGR of 31.6% during the same period. In terms of distributing wealth to our shareholders, apart from having a track record of uninterrupted dividend payout, we have also delivered consistent unmatched shareholder returns since listing. The result of our initiative is our ever widening reach and recall. Our shareholder base has grown from 52,000 after the IPO to a consolidated present base of around 2.6 million.

For decades, RIL is growing in step with India's industrial and economic development. The Company has helped transform the Indian economy with big-ticket projects and world-class execution. The quest to help elevate India's quality of life continues unabated. It emanates from a fundamental article of faith: 'What is good for India is good for Reliance'.

We believe, Corporate Governance is not just a destination, but a journey to constantly improve sustainable value creation. It is an upward-moving target that we collectively strive towards achieving. Our multiple initiatives towards maintaining the highest standards of governance are detailed in the following pages.

APPROPRIATE GOVERNANCE STRUCTURE WITH DEFINED ROLES AND RESPONSIBILITIES

The Company has put in place an internal governance structure with defined roles and responsibilities of every constituent of the system. The Company's shareholders appoint the Board of Directors, which in turn governs the Company. The Board has established seven Committees to discharge its responsibilities in an effective manner. RIL's Company Secretary acts as the Secretary to all the Committees of the Board. The Chairman and Managing Director (CMD) provides overall direction and guidance to the Board. In the operations and functioning of the Company, the CMD is assisted by four Executive Directors and a core group of senior level executives.

The Chairman of the Board ('the Chairman') is the leader of the Board. The Chairman is responsible for fostering and promoting the integrity of the Board while nurturing a culture where the Board works harmoniously for the long-term benefit of the Company and all its stakeholders. The Chairman guides the Board for effective governance structure in the Company. In doing so, the Chairman presides at the meetings of the Board and the shareholders of the Company.

The Chairman takes a lead role in managing the Board and facilitating effective communication among Directors. The Chairman is responsible for matters pertaining to governance, including the organisation and composition of the Board, the organisation and conduct of Board meetings, effectiveness of the Board, Board Committees and individual Directors in fulfilling their responsibilities. The Company Secretary assists the Chairman in management of the Board's administrative activities such as meetings, schedules, agendas, communication and documentation.

The Chairman actively works with the Nomination and Remuneration Committee to plan the Board and Board committees' composition, induction of directors to the Board, plan for director succession, participate in the Board effectiveness evaluation process and meet with individual directors to provide constructive feedback and advice.

The Chairman is responsible for corporate strategy, brand equity, planning, external contacts and all management matters.

BOARD LEADERSHIP

A majority of the Board i.e. 8 out of 14, are Independent Directors. At RIL, it is our belief 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. The Board's actions and decisions are aligned with the Company's best interests. It is committed to the goal of sustainably elevating the Company's value creation. The Company has defined guidelines and an established framework for the meetings of the Board and Board Committees. These guidelines seek to systematise the decision-making process at the meetings of the Board and Board Committees in an informed and efficient manner.

The Board critically evaluates the Company's strategic direction, management policies and their effectiveness. The agenda for the Board reviews include strategic review from each of the Committees, a detailed analysis and review of annual strategic and operating plans, capital allocation and budgets. Additionally, the Board reviews related party transactions, possible risks and risk mitigation measures, financial reports and business reports from each of the sector heads. Frequent and detailed interaction sets the agenda and provides the strategic roadmap for the Company's future growth.

ETHICS/GOVERNANCE POLICIES

At RIL, we strive to conduct our business and strengthen our relationships in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of these codes and policies are:

• Code of Conduct
• Code of Conduct for Prohibition of Insider Trading
• Health, Safety and Environment (HSE) Policy
• Vigil Mechanism and Whistle Blower Policy
• Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
• Corporate Social Responsibility Policy
• Policy for Selection of Directors and determining Directors Independence
• Remuneration Policy for Directors, Key Managerial Personnel and other Employees
• Policy for determining Material Subsidiaries
• Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
• Policy for Preservation of Documents
• Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy

AUDITS AND INTERNAL CHECKS AND BALANCES

Deloitte Haskins & Sells LLP, Chartered Accountants, M/s. Chaturvedi & Shah, Chartered Accountants, one of India's leading audit firms and a member of the Nexia's global network of independent accounting and consulting firms and M/s. Rajendra & Co., Chartered Accountants, Member of PrimeGlobal, an association of Independent Accounting Firms, audit the accounts of the Company. The Company has an Internal Audit Cell besides external firms acting as independent internal auditors that reviews internal controls and operating systems and procedures. A dedicated Legal Compliance Cell ensures that the Company conducts its businesses with high standards of legal, statutory and regulatory compliances. RIL has instituted a legal compliance programme in conformity with the best international standards, supported by a robust online system that covers the Company's manufacturing units as well as its subsidiaries. The purview of this system includes various statutes, such as industrial and labour laws, taxation laws, corporate and securities laws and health, safety and environment regulations.

At the heart of our processes is the extensive use of technology. This ensures robustness and integrity of financial reporting and internal controls, allows optimal use and protection of assets, facilitates accurate and timely compilation of financial statements and management reports and ensures compliance with statutory laws, regulations and company policies.

MANAGEMENT INITIATIVES FOR CONTROLS AND COMPLIANCE

The Company has established the Reliance Management System (RMS) as part of its transformation agenda. RMS incorporates an integrated framework for managing risks and internal controls. The internal financial controls have been documented, embedded and digitised in the business processes. Internal controls are regularly tested for design and operating effectiveness.

BEST CORPORATE GOVERNANCE PRACTICES

RIL maintains the highest standards of Corporate Governance. It is the Company's constant endeavour to adopt the best Corporate Governance practices keeping in view the international codes of Corporate Governance and practices of well-known global companies. Some of the best implemented global governance norms include the following:

• The Company has a designated Lead Independent Director with a defined role.
• All securities related filings with Stock Exchanges are reviewed every quarter by the Stakeholders' Relationship Committee.
• The Company has independent Board Committees for matters related to Corporate Governance and stakeholders' interface and nomination of Board members.
• The Company's internal audit is also conducted by independent auditors.
• The Company also undergoes quarterly secretarial audit conducted by an independent company secretary who is in whole-time practice. The quarterly secretarial audit reports are placed before the Board and the annual secretarial audit report placed before the Board, is included in the Annual Report.

BUSINESS AND FUNCTIONAL RISK AND ASSURANCE COMMITTEES (BRACs)

To have a better assessment of the business and functional risks and to monitor risk mitigation effectiveness based on risk evaluation, the concept of BRACs was introduced comprising senior management personnel in the said committee.

RIL'S SUSTAINABILITY REPORTING JOURNEY

RIL commenced annual reporting on its triple-bottom-line performance from the Financial Year 2004-05. All its sustainability reports are externally assured and Global Reporting Initiative (GRI) application level checked. The maiden report received 'in-accordance' status from GRI and all subsequent reports are 'GRI G3 Checked A+' application level reports. From Financial Year 2006-07, in addition to referring GRI G3 Sustainability Reporting Guidelines, RIL refers to the American Petroleum Institute / the International Petroleum Industry Environmental Conservation Association Sustainability Reporting Guidelines and the United Nations Global Compact Principles. RIL has also aligned its sustainability activities with the focus areas of the World Business Council for Sustainable Development. From the Financial Year 2011-12, Reliance adopted the newly published GRI G3.1 guidelines and is additionally referring to GRI G3.1 – Oil & Gas Sector Supplement. RIL has aligned its sustainability report with the National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business framed by the Government of India. During the year, the Company has expanded its 4P (Planet, People, Profit, Products & Processes) growth approach to 5P (Planet, People, Prosperity, Products & Processes and Peace & Partnerships), in line with the United Nation's 2030 Agenda for Sustainable Development. RIL pioneered in adopting the GRI's G4 Guidelines from Financial Year 2014-15. RIL has also aligned the G4 Report to the 17 Sustainable Development Goals (SDG) released at the United Nation Sustainable Development Summit in 2015 which embrace a universal approach to the sustainable development agenda.

WORKING TOWARDS 5P’s PLANET, PEOPLE, PROSPERITY (PROFIT), PRODUCTS & PROCESSES, PEACE & PARTNERSHIPS

RIL has expanded its classic 4P growth approach to include Peace and Partnerships, in line with the United Nation’s 2030 Agenda for Sustainable Development. The Sustainable Development Goals set out by the United Nations have been interwoven within the 5P’s growth model.

RIL works towards attaining a sustained financial bottom line along with enhancing the natural human capital and product development. It is committed to reduce its negative impacts and enhance its positive impacts on the society as well as the natural environment.

We believe that success of our organization is truly driven by our “People”. People are our most valuable assets. RIL is dedicated to ensure that people realize their full potential at work with dignity and equality and in a healthy environment. We want to foster a culture that is performance oriented, promotes reward for results and helps our people Grow!

In addition to making a positive economic contribution to the nation and society at large, it has focused its energies on identifying specific impact areas. It endeavors to alleviate the underprivileged and marginalized sections of the society and has an active engagement with them to ensure their holistic development.

It aims to develop innovative products and processes to sustain its growth momentum. It also invests in R&D across its businesses, to serve the current and emerging needs of growth and efficiency of its businesses, and to develop new path-breaking technologies. RIL supports life cycle assessment studies being done by Indian Centre for Plastics in the Environment (ICPE) and also works with the Bureau of Indian Standards for formulating standards and guidelines.

RIL is determined to foster peaceful, just and inclusive societies, which are free from discrimination. Strengthened global solidarity is crucial to ensure sustainable development across the world. It is therefore imperative to ensure global partnerships and strategic tieups with various organizations locally and internationally to achieve the collective goal of sustainable development.

RIL is committed to create value for the nation and enhance the quality of life across the entire socio-economic spectrum. RIL believes that Corporate Social Responsibility extends beyond the ambit of business and should focus on a broad portfolio of assets - human, physical, environmental and social. RIL gives utmost importance to conservation of the natural capital at its operations. RIL is committed to responsible stewardship of the natural resources to conduct its operations in a sustainable manner. To strengthen its commitment to responsible business, the Board of the Company has adopted Business Responsibility Framework based on the principles of National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVG) as issued by the Ministry of Corporate Affairs, Government of India. In sync with the same and Regulation 34 of the Listing Regulations, a Business Responsibility Report is attached forming part of the Annual Report. This Report is in addition to RIL’s Sustainability Reporting in accordance with Global Reporting Initiative (GRI).

SHAREHOLDERS’ COMMUNICATIONS

The Board recognises the importance of two-way communication with shareholders and giving a balanced report of results and progress and responding to questions and issues raised in a timely and consistent manner. RIL’s corporate website (www.ril.com) has information for institutional and retail shareholders alike. Shareholders seeking information related to their shareholding may contact the Company directly or through Company’s Registrars and Transfer Agents, details of which are available on the Company’s website. RIL ensures that complaints and suggestions of its shareholders are responded to in a timely manner. A comprehensive and informative shareholders’ referencer is appended to this Annual Report highlighting various securities related transactions towards knowledge sharing.

ROLE OF THE COMPANY SECRETARY IN OVERALL GOVERNANCE PROCESS

The Company Secretary plays a key role in ensuring that the Board (including committees thereof) procedures are followed and regularly reviewed. The Company Secretary ensures that all relevant information, details and documents are made available to the Directors and senior management for effective decision-making at the meetings. The Company Secretary is primarily responsible to assist and advise the Board in the conduct of affairs of the Company, to ensure compliance with applicable statutory requirements and Secretarial Standards, to provide guidance to directors and to facilitate convening of meetings. He interfaces between the management and regulatory authorities for governance matters.

BOARD OF DIRECTORS

BOARD COMPOSITION AND CATEGORY OF DIRECTORS

The Company’s policy is to maintain optimum combination of Executive and Non-Executive Directors. The composition of the Board and category of Directors are as follows:

Smt. Nita M. Ambani is the spouse of Shri Mukesh D. Ambani. Shri Nikhil R. Meswani and Shri Hital R. Meswani, are brothers and not related to promoter directors. None of the other directors are related to any other director on the Board.

SELECTION OF INDEPENDENT DIRECTORS

Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field/profession, and who can effectively contribute to the Company’s business and policy decisions are considered by the Human Resources, Nomination and Remuneration Committee, for appointment, as Independent Director on the Board. The Committee, inter alia, considers qualification, positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other companies by such persons in accordance with the Company’s Policy for Selection of Directors and determining Directors’ independence. The Board considers the Committee’s recommendation, and takes appropriate decision.

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under law.

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS

The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them to familiarise with the Company’s procedures and practices.

Periodic presentations are made at the Board and Committee meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved. Detailed presentations on the Company’s business segments are made at the separate meetings of the Independent Directors from time to time.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors. Site visits to various plant locations are organised for the Independent Directors to enable them to understand the operations of the Company.

The details of such familiarisation programmes for Independent Directors are put up on the website of the Company and can be accessed at http://www.ril.com/InvestorRelations/Downloads.aspx

LEAD INDEPENDENT DIRECTOR

The Company’s Board of Directors has designated Shri Mansingh L. Bhakta as the Lead Independent Director way back in October 2005. The Lead Independent Director’s role is as follows:

• To preside over all meetings of Independent Directors
• To ensure there is an adequate and timely flow of information to Independent Directors
• To liaise between the Chairman and Managing Director, the Management and the Independent Directors
• To preside over meetings of the Board and Shareholders when the Chairman and Managing Director is not present, or where he is an interested party
• To perform such other duties as may be delegated to the Lead Independent Director by the Board/ Independent Directors

MEETINGS OF INDEPENDENT DIRECTORS

The Company’s Independent Directors met three times during the financial year 2015-16 and held meetings without the presence of Executive Directors or management personnel. Such meetings were conducted to enable Independent Directors to discuss matters pertaining to the Company’s affairs and put forth their views to the Lead Independent Director. The Lead Independent Director takes appropriate steps to present Independent Directors’ views to the Chairman and Managing Director.

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees. The Code is applicable to Non-Executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. Customer Value, Ownership Mind-set, Respect, Integrity, One Team and Excellence.

A copy of the Code has been put up on the Company’s website and can be accessed at http://www.ril.com/InvestorRelations/ Downloads.aspx. The Code has been circulated to Directors and Management Personnel, and its compliance is affirmed by them annually.

A declaration signed by the Company’s Chairman and Managing Director is published in this Report.

SUCCESSION PLANNING

The Human Resources, Nomination and Remuneration Committee believes that sound succession plans for the senior leadership are very important for creating a robust future for the Company. The Committee works along with the Human Resource team of the Company for a proper leadership succession plan.

PERFORMANCE EVALUATION CRITERIA FOR DIRECTORS

The Human Resources, Nomination and Remuneration Committee has devised criteria for evaluation of the performance of the Directors including Independent Directors. The said criteria provides certain parameters like attendance, effective participation, domain knowledge and so on, which are considered by the Committee and/or the Board while evaluating the performance of each Director.

DIRECTORS’ PROFILE

A brief resume of Directors, nature of their expertise in specific functional areas and names of companies in which they hold Directorships, Memberships/ Chairmanships of Board Committees, and shareholding in the Company are provided in this Report.

BOARD MEETINGS, BOARD COMMITTEE MEETINGS AND PROCEDURES

INSTITUTIONALIZED DECISION-MAKING PROCESS

The Board of Directors is the apex body constituted by shareholders for overseeing the Company’s overall functioning. The Board provides and evaluates the Company’s strategic direction, management policies and their effectiveness, and ensures that shareholders’ long-term interests are being served.

The Board has constituted seven Committees, viz. Audit Committee, Human Resources, Nomination and Remuneration Committee, Corporate Social Responsibility and Governance Committee, Stakeholders’ Relationship Committee, Health, Safety and Environment Committee, Finance Committee and Risk Management Committee. The Board is authorised to constitute additional functional Committees, from time to time, depending on business needs.

The Company’s internal guidelines for Board / Committee meetings facilitate decision-making process at its meetings in an informed and efficient manner. The following sub-sections deal with the practice of these guidelines at RIL.

SCHEDULING AND SELECTION OF AGENDA ITEMS FOR BOARD MEETINGS

Minimum five pre-scheduled Board meetings are held annually. Additional Board meetings are convened to address the Company’s specific needs. In case of business exigencies or urgency, resolutions are passed by circulation. The Board reviews compliance reports of all laws applicable to the Company, every quarter.

The meetings are held at the Company’s office at Maker Chambers IV, 222 Nariman Point, Mumbai 400 021 and major plant locations as decided by the Board.

The Company’s various business heads / service heads are advised to schedule their work plans well in advance, particularly with regard to matters requiring discussion/ approval/decision at Board/Committee meetings. Such matters are communicated by them to the Company Secretary in advance so that they are included in the agenda for Board/Committee meetings.

The Board is given presentations covering Finance, Sales, Marketing, the Company’s major business segments and their operations, overview of business operations of major subsidiary companies, global business environment, the Company’s business areas, including business opportunities and strategy and risk management practices before taking on record the Company’s quarterly/annual financial results.

The items / matters required to be placed before the Board, inter alia, include:

• Annual operating plans of businesses and budgets including capital budgets and any updates
• Quarterly results of the Company and its operating divisions or business segments
• Company’s annual Financial Results, Financial Statements including Consolidated Financial Statement, Auditors’ Report and Board’s Report
• Minutes of meetings of the Audit Committee and other Committees of the Board
• Show cause, demand, prosecution notices and penalty notices, which are materially important
• Fatal or serious accidents, dangerous occurrences, and any material effluent or pollution problems
• Any material default in financial obligations to and by the Company, or substantial non-payment for goods sold by the Company
• Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order, which may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company
• Details of any joint venture or collaboration agreement
• Transactions that involve substantial payment towards goodwill, brand equity or intellectual property
• Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations front like requiring of wage agreements, implementation of Voluntary Retirement Scheme, and so on.
• Sale of investments, subsidiaries and assets which are material in nature and not in normal course of business.
• Quarterly details of foreign exchange exposures, and steps taken by management to limit risks of adverse exchange rate movement, if material
• Non-compliance of any regulatory, statutory or listing requirements, and shareholders’ service, such as nonpayment of dividend, delay in, share transfer, etc.
• Appointment, remuneration and resignation of Directors
• Formation/reconstitution of Committees
• Terms of reference of Committees
• Minutes of Board meetings of unlisted subsidiary companies
• Declaration of Independent Directors at the time of appointment/annually
• Disclosure of Directors’ interest and their shareholding
• Appointment or removal of the Key Managerial Personnel
• Appointment of Internal Auditors and Secretarial Auditors
• Quarterly / Annual Secretarial Audit reports submitted by Secretarial Auditors
• Dividend declaration
• Quarterly summary of all long-term borrowings made, bank guarantees issued and loans and investments made
• Significant changes in accounting policies and internal controls
• Takeover of a company or acquisition of a controlling or substantial stake in another company
• Statement of significant transactions, related party transactions and arrangements entered by unlisted subsidiary companies
• Issue of securities including debentures
• Recommending appointment of and fixing of remuneration of the Auditors as recommended by the Audit Committee
• Internal Audit findings and External Audit Reports (through the Audit Committee)
• Proposals for major investments, mergers, amalgamations and reconstructions
• Status of business risk exposures, its management and related action plans
• Making of loans and investment of surplus funds
• Borrowing of monies, giving guarantees or providing security in respect of loans
• Buyback of securities by the Company
• Diversify the business of the Company
• Brief on statutory developments, changes in government policies, among others with impact thereof, Directors’ responsibilities arising out of any such developments
• Compliance Certificate certifying compliance with all laws as applicable to the Company
• Reconciliation of Share Capital Audit Report under SEBI (Depositories and Participants) Regulations, 1996
• Brief on information disseminated to the press
• Recruitment and remuneration of senior officers just below the level of board of directors

The Chairman of the Board and Company Secretary, in consultation with other concerned members of the senior management, finalise the agenda for Board meetings.

The agenda and notes on agenda are circulated to Directors in advance, and in the defined agenda format. All material information is incorporated in the agenda for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, it is tabled before the meeting with specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are permitted.

All Board and Committee meetings agenda papers are disseminated electronically on a real-time basis, by uploading them on a secured online application specifically designed for this purpose, thereby eliminating circulation of printed agenda papers.

RECORDING MINUTES OF PROCEEDINGS AT BOARD AND COMMITTEE MEETINGS

The Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes are circulated to Board/ Committee members for their comments. The minutes are entered in the Minutes Book within 30 days from the conclusion of the meeting.

POST MEETING FOLLOW-UP MECHANISM

The guidelines for Board and Committee meetings facilitate an effective post meeting follow-up, review and reporting process for decisions taken by the Board and Committees thereof. Important decisions taken at Board/ Committee meetings are communicated promptly to the concerned departments/divisions. Action-taken report on decisions/minutes of the previous meeting(s) is placed at the succeeding meeting of the Board/Committees for noting.

COMPLIANCE

The Company Secretary, while preparing the agenda, notes on agenda and minutes of the meeting(s), is responsible for and is required to ensure adherence to all applicable laws and regulations, including the Companies Act, 2013 read with rules issued thereunder, as applicable and Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

NUMBER OF BOARD MEETINGS HELD WITH DATES

Six Board meetings were held during the year, as against the minimum requirement of four meetings. The details of Board meetings are given below:

ATTENDANCE OF DIRECTORS AT BOARD MEETINGS, LAST ANNUAL GENERAL MEETING (AGM) AND NUMBER OF OTHER DIRECTORSHIPS AND CHAIRMANSHIPS / MEMBERSHIPS OF COMMITTEES OF EACH DIRECTOR IN VARIOUS COMPANIES

(1) The Directorships, held by Directors as mentioned above, do not include directorships in foreign companies.
(2) In accordance with Regulation 26 of the Listing Regulations, Memberships/Chairmanships of only Audit Committees and Stakeholders’ Relationship Committees in all public limited companies (excluding Reliance Industries Limited) have been considered.
* Appointed as a Director, w.e.f. June 12, 2015. Five meetings were held since his appointment.

Video/tele-conferencing facility is provided to facilitate Directors to participate in the meetings.

The number of directorship, committee membership / chairmanship(s) of all Directors is within the respective limits prescribed under the Companies Act, 2013 and Listing Regulations.

BOARD COMMITTEES

Details of the Board Committees and other related information are provided hereunder:

Shri K. Sethuraman, Group Company Secretary and Chief Compliance Officer, is the Secretary of all the Committees.

MEETINGS OF COMMITTEES HELD DURING THE YEAR AND DIRECTORS’ ATTENDANCE

PROCEDURE AT COMMITTEE MEETINGS

The Company’s guidelines relating to Board meetings are applicable to Committee meetings. Each Committee has the authority to engage outside experts, advisors and counsels to the extent it considers appropriate to assist in its function. Minutes of proceedings of Committee meetings are circulated to the Directors and placed before Board meetings for noting.

TERMS OF REFERENCE AND OTHER DETAILS OF COMMITTEES

AUDIT COMMITTEE

COMPOSITION OF THE COMMITTEE

The Committee’s composition and terms of reference are in compliance with provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. Members of the Audit Committee possess requisite qualifications.

POWERS OF THE AUDIT COMMITTEE

• To investigate any activity within its terms of reference
• To seek information from any employee
• To obtain outside legal or other professional advice
• To secure attendance of outsiders with relevant expertise, if it considers necessary

TERMS OF REFERENCE OF AUDIT COMMITTEE INTER ALIA INCLUDE THE FOLLOWING

• Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible
• Recommending the appointment, remuneration and terms of appointment of statutory auditors including cost auditors of the Company
• Approving payment to statutory auditors, including cost auditors, for any other services rendered by them
• Reviewing with the management, the annual financial statements and auditors’ report thereon before submission to the Board for approval, with particular reference to:
  
  • Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s Report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;
  • Changes, if any, in accounting policies and practices and reasons for the same;
  • Major accounting entries involving estimates based on the exercise of judgement by the management;
  • Significant adjustments made in financial statements arising out of audit findings;
  • Compliance with listing and other legal requirements relating to financial statements;
  • Disclosure of any related party transactions; and
  • Qualifications / modified opinions in draft audit report.
• Reviewing, with the management, the quarterly financial statements before submission to the Board for approval
• Monitoring and reviewing with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, and so on), the statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter
• Reviewing and monitoring the auditors’ independence and performance, and effectiveness of audit process
• Approval or any subsequent modification of transactions of the Company with related parties
• Scrutiny of inter-corporate loans and investments
• Valuation of undertakings or assets of the Company, wherever it is necessary
• Evaluation of internal financial controls and risk management systems
• Reviewing, with the management, the performance of statutory auditors and internal auditors, adequacy of internal control systems
• Formulating the scope, functioning, periodicity and methodology for conducting the internal audit
• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit
• Discussion with internal auditors of any significant findings and follow-up thereon
• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board
• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern
• To look into the reasons for substantial defaults, if any, in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors
• To review the functioning of the Vigil Mechanism and Whistle Blower mechanism
• Approval of appointment of the CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing qualifications, experience and background, and so on of the candidate
• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee
• Reviewing financial statements, in particular the investments made by the Company’s unlisted subsidiaries
• Reviewing mandatorily the following information:
  
  • The Management Discussion and Analysis of financial condition and results of operations
  • Statement of significant related party transactions (as defined by the Audit Committee), submitted by management
  • Management letters/letters of internal control weaknesses issued by the statutory auditors
  • Internal audit reports relating to internal control weaknesses; and
  • Reviewing the appointment, removal and terms of remuneration of the Chief internal auditor / internal auditor(s)

GENERAL

The representatives of Statutory Auditors are permanent invitees to the Audit Committee meetings. They have attended all the Audit Committee meetings held during the year. Executives from Accounts department, Finance department, Corporate Secretarial department and Internal Audit department attend the Audit Committee meetings. The Cost Auditors attend the Audit Committee meeting where cost audit report is discussed. The due date for filing the cost audit report in XBRL mode for the Financial Year ended March 31, 2015 was September 30, 2015 (as per extension given by MCA) and the cost audit report was filed by the Company on September 22, 2015. The cost audit report submitted by the Cost Auditors of the Company for Financial Year ended March 31, 2016 will be filed with Central Government on or before the due date, i.e. August 14, 2016.

The Internal Auditor reports directly to the Audit Committee.

The Chairman of the Audit Committee was present at the last Annual General Meeting held on June12, 2015.

MEETING DETAILS

Six meetings of the Committee were held during the year, as against the minimum requirement of four meetings. The meetings were held on April 17, 2015; July 24, 2015; August 04, 2015; October 16, 2015; January 19, 2016; March 25, 2016. The details of attendance are given in this Report.

HUMAN RESOURCES, NOMINATION AND REMUNERATION COMMITTEE

COMPOSITION OF THE COMMITTEE

The Committee’s composition and terms of reference are in compliance with provisions of the Companies Act, 2013, Regulation 19 of the Listing Regulations and Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, as amended from time to time.

TERMS OF REFERENCE OF HUMAN RESOURCES, NOMINATION AND REMUNERATION COMMITTEE INTER ALIA INCLUDE THE FOLLOWING

• To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees
• To formulate the criteria for evaluation of Independent Directors and the Board
• To devise a policy on Board diversity
• To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/or removal
• To carry out evaluation of every Director’s performance
• To consider extension or continuation of term of appointment of independent directors on the basis of the report of performance evaluation of independent directors.
• To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria
• To administer, monitor and formulate detailed terms and conditions of the Employees’ Stock Option Scheme
• To review human resources policies and overall human resources of the Company
• To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable
• To perform such other functions as may be necessary or appropriate for the performance of its duties

MEETING DETAILS

Four meetings of the Human Resources, Nomination and Remuneration Committee were held during the year. The meetings were held on April 17, 2015; July 23, 2015; October 08, 2015; January 18, 2016. The details of attendance are given in this Report.

The details relating to remuneration of Directors, as required under Regulation 34 of the Listing Regulations, have been given under a separate section, viz. ‘Directors’ Remuneration’ in this report.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

COMPOSITION OF THE COMMITTEE

The Stakeholders’ Relationship Committee is primarily responsible to review all matters connected with the Company’s transfer of securities and redressal of shareholders’ / investors’ / security holders’ complaints.

The Committee’s composition and terms of reference are in compliance with provisions of the Companies Act, 2013 and Regulation 20 the Listing Regulations.

TERMS OF REFERENCE OF STAKEHOLDERS’ RELATIONSHIP COMMITTEE INTER ALIA INCLUDE THE FOLLOWING

• Oversee and review all matters connected with the transfer of the Company’s securities
• Approve issue of the Company’s duplicate share / debenture certificates
• Consider, resolve and monitor redressal of investors’ / shareholders’ / security holders’ grievances related to transfer of securities, non-receipt of Annual Report, nonreceipt of declared dividend and so on.
• Oversee the performance of the Company’s Registrars and Transfer Agents
• Recommend methods to upgrade the standard of services to investors
• Monitor implementation and compliance with the Company’s Code of Conduct for Prohibition of Insider Trading
• Carry out any other function as is referred by the Board from time to time and / or enforced by any statutory notification / amendment or modification as may be applicable
• Perform such other functions as may be necessary or appropriate for the performance of its duties

MEETING DETAILS

Four meetings of the Committee were held during the year. The meetings were held on April 15, 2015; July 24, 2015; October 16, 2015; January 19, 2016. The details of attendance are given in this Report.

COMPLIANCE OFFICER

Shri K. Sethuraman, Group Company Secretary and Chief Compliance Officer, is the Compliance Officer for complying with requirements of Securities Laws.

PROHIBITION OF INSIDER TRADING

With a view to regulate trading in securities by the directors and designated employees, the Company has adopted a Code of Conduct for Prohibition of Insider Trading.

INVESTOR GRIEVANCE REDRESSAL

The number of complaints received and resolved to the satisfaction of investors during the year under review and their break-up are as under:

As on March 31, 2016, no complaints were outstanding.

All letters received from the investors are replied to and the response time for attending to investors’ correspondence during Financial Year 2015-16 is shown in the following table:

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

COMPOSITION OF THE COMMITTEE

The Committee’s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of corporate social responsibility policy, observe practices of Corporate Governance at all levels, and to suggest remedial measures wherever necessary. The Board has also empowered the Committee to look into matters related to sustainability and overall governance.

The Committee’s composition and terms of reference are in compliance with the provisions of the Companies Act, 2013.

TERMS OF REFERENCE OF CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE INTER ALIA INCLUDE THE FOLLOWING

• To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating activities to be undertaken by the Company in compliance with provisions of the Companies Act, 2013 and rules made thereunder
• To recommend the amount of expenditure to be incurred on the CSR activities
• To monitor the implementation of the CSR Policy of the Company from time to time
• To approve the Corporate Sustainability Reports and oversee the implementation of sustainability activities
• To oversee the implementation of policies contained in the Business Responsibility Policy Manual and to make any changes / modifications, as may be required, from time to time and to review and recommend the Business Responsibility Reports (BRR) to the Board for its approval
• To observe practices of Corporate Governance at all levels and to suggest remedial measures wherever necessary
• To ensure compliance with Corporate Governance norms prescribed under Listing Regulations, the Companies Act and other statutes or any modification or re-enactment thereof
• To advise the Board periodically with respect to significant developments in the law and practice of Corporate Governance and to make recommendations to the Board for appropriate revisions to the Company’s Corporate Governance Guidelines
• To monitor the Company’s compliance with Corporate Governance Guidelines and applicable laws and regulations and make recommendations to the Board on all such matters and on any corrective action to be taken, as the Committee may deem appropriate
• To review and assess the adequacy of the Company’s Corporate Governance Manual, Code of Conduct for Directors and Senior Management, Code of Ethics and other internal policies and guidelines and monitor that principles described therein are being incorporated into the Company’s culture and business practices
• To formulate / approve codes and / or policies for better governance
• To provide correct inputs to the media so as to preserve and protect the Company’s image and standing
• To disseminate factually correct information to investors, institutions and the public at large
• To establish oversight on important corporate communication on behalf of the Company with the assistance of consultants / advisors, if necessary
• To ensure institution of standardised channels of internal communications across the Company to facilitate a high level of disciplined participation
• To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification as may be applicable or as may be necessary or appropriate for performance of its duties

MEETING DETAILS

Four meetings of the Corporate Social Responsibility and Governance Committee were held during the year. The meetings were held on April 16, 2015; July 23, 2015; October 08, 2015; January 18, 2016. The details of attendance are given in this Report.

HEALTH, SAFETY AND ENVIRONMENT COMMITTEE

COMPOSITION OF THE COMMITTEE

The Committee is primarily responsible to monitor and ensure the highest standards of environmental, health and safety norms are maintained, and the Company’s operations are in compliance with applicable pollution and environmental laws across all locations. The Committee fulfils its responsibilities by reviewing the management of health, safety, environmental and social impacts of the Company’s various projects and operations.

The Committee is primarily responsible to monitor and ensure the highest standards of environmental, health and safety norms are maintained, and the Company’s operations are in compliance with applicable pollution and environmental laws across all locations. The Committee fulfils its responsibilities by reviewing the management of health, safety, environmental and social impacts of the Company’s various projects and operations.

TERMS OF REFERENCE OF HEALTH, SAFETY AND ENVIRONMENT COMMITTEE INTER ALIA INCLUDE THE FOLLOWING

• Monitoring and ensuring the highest standards of environmental, health and safety norms
• Ensuring compliance with applicable pollution and environmental laws at the Company’s works / factories / locations by putting in place effective systems in this regard and reviewing the same periodically
• Reviewing, as the Committee deems appropriate, the Company’s health, safety and environment related policy and making recommendations as necessary
• Reviewing the Company’s performance on health, safety and environment related matters and suggesting improvements as the Committee may deem necessary
• Reviewing procedures and controls being followed at the Company’s various manufacturing facilities and plants for compliance with relevant statutory provisions
• Reviewing regularly and making recommendations about changes to the charter of the Committee
• Obtaining or performing an annual evaluation of the Committee’s performance and making appropriate recommendations.

MEETING DETAILS

Four meetings of the Health, Safety and Environment Committee were held during the year. The meetings were held on April 17, 2015; July 24, 2015; October 08, 2015; January 18, 2016. The details of attendance are given in this Report.

FINANCE COMMITTEE

COMPOSITION OF THE COMMITTEE

TERMS OF REFERENCE OF FINANCE COMMITTEE INTER ALIA INCLUDE THE FOLLOWING

• Review the Company’s financial policies, risk assessment and minimisation procedures, strategies and capital structure, working capital and cash flow management, and make such reports and recommendations to the Board with respect thereto, as it may deem advisable
• Review banking arrangements and cash management
• Exercise all powers to borrow money (otherwise than by issue of debentures) within limits approved by the Board, and take necessary actions connected therewith, including refinancing for optimisation of borrowing costs
• Give guarantees/issue letters of comfort/providing securities within the limits approved by the Board
• Borrow money by way of loan and/or issue and allot bonds/ notes denominated in one or more foreign currencies in international markets for the purpose of refinancing the existing debt, capital expenditure, general corporate purposes, including working capital requirements and possible strategic investments within limits approved by the Board
• Provide corporate guarantee/performance guarantee by the Company within the limits approved by the Board
• Approve opening and operation of Investment Management Accounts with foreign banks and appoint them as agents, establishment of representative/sales offices in or outside India
• Carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification as may be applicable
• Other transactions or financial issues that the Board may desire to have them reviewed by the Finance Committee
• Delegate authorities from time to time to the executives/ authorised persons to implement the Committee’s decisions
• Review regularly and make recommendations about changes to the charter of the Committee

MEETING DETAILS

Six meetings of the Finance Committee were held during the year. The meetings were held on April 17, 2015; May 21, 2015; July 24, 2015; September 07, 2015; October 16, 2015; January 19, 2016. The details of attendance are given in this Report.

RISK MANAGEMENT COMMITTEE

COMPOSITION OF THE COMMITTEE

The Committee’s prime responsibility is to implement and monitor the risk management plan and policy of the Company. The Committee’s composition is in compliance with provisions of Regulation 21 of Listing Regulations.

TERMS OF REFERENCE OF RISK MANAGEMENT COMMITTEE INTER ALIA INCLUDE THE FOLLOWING

• Framing of Risk Management Plan and Policy
• Overseeing implementation of Risk Management Plan and Policy
• Monitoring of Risk Management Plan and Policy
• Validating the process of Risk Management
• Validating the procedure for Risk Minimisation
• Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes
• Continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed
• Performing such other functions as may be necessary or appropriate for the performance of its oversight function

MEETING DETAILS

Five meetings of the Committee were held during the year. The meetings were held on April 16, 2015; July 21, 2015; October 21, 2015; December 15, 2015; January 12, 2016. The details of attendance are given in this Report.

DIRECTORS’ REMUNERATION

REMUNERATION POLICY

The Company’s Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as Annexure IIIB to the Directors’ Report. Further, the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors.

The Company’s remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice.

REMUNERATION OF THE CHAIRMAN AND MANAGING DIRECTOR AND WHOLE-TIME DIRECTORS DURING 2015-16

The Chairman and Managing Director’s compensation has been set at ₹ 15 crore as against ₹ 38.75 crore as approved, reflecting his desire to continue to set a personal example for moderation in managerial compensation levels.

Performance criteria for two Executive Directors, entitled for Performance Linked Incentive (PLI), are determined by the Human Resources, Nomination and Remuneration Committee.

The tenure of office of the Managing Director and Whole-time Directors is for five years from their respective dates of appointments, and can be terminated by either party by giving three months’ notice in writing. There is no separate provision for payment of severance fees.

Sitting fee and commission on net profit to Non-Executive Directors for the financial year 2015-16:

During the year, the Company paid ₹ 3.54 lakh as professional fees to M/s. Kanga & Co., a firm in which the Company’s Director, Shri Mansingh L. Bhakta, is a partner. There were no other pecuniary relationships or transactions of Non-Executive Directors vis-à-vis the Company. The Company has not granted any stock option to any of its Non-Executive Directors.

SUBSIDIARY COMPANIES’ MONITORING FRAMEWORK

All subsidiary companies are Board managed with their Boards having the rights and obligations to manage such companies in the best interest of their stakeholders. The Company does not have any material unlisted subsidiary, and hence, is not required to nominate an Independent Director of the Company on the Board of any subsidiary. However, Prof. Dipak C. Jain and Shri Adil Zainulbhai, the Company’s Independent Directors have been appointed as Independent Directors on the Board of Reliance Retail Ventures Limited and Reliance Jio Infocomm Limited, subsidiaries of the Company.

The Company monitors performance of subsidiary companies, inter alia, by the following means:

• Financial statements, in particular investments made by unlisted subsidiary companies, reviewing quarterly by the Company’s Audit Committee
• Minutes of Board meetings of unlisted subsidiary companies are placed before the Company’s Board regularly
• A statement containing all significant transactions and arrangements entered into by unlisted subsidiary companies is placed before the Company’s Board

The Company’s Policy for determining Material Subsidiaries is put up on the Company’s website and can be accessed at http://www.ril.com/InvestorRelations/Downloads.aspx

GENERAL BODY MEETINGS

ANNUAL GENERAL MEETINGS

During the preceding three years, the Company’s Annual General Meetings were held at Birla Matushri Sabhagar, 19, New Marine Lines, Mumbai – 400 020.

The date and time of Annual General Meetings held during last three years, and the special resolution(s) passed thereat, are as follows:

SPECIAL RESOLUTION(S) PASSED THROUGH POSTAL BALLOT

No postal ballot was conducted during the Financial Year 2015-16. There is no immediate proposal for passing any resolution through Postal Ballot. None of the businesses proposed to be transacted at the ensuing Annual General Meeting require passing a resolution through Postal Ballot.

DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS, i.e., THE COMPANY’S TRANSACTIONS THAT ARE OF MATERIAL NATURE, WITH ITS PROMOTERS, DIRECTORS AND THE MANAGEMENT, THEIR RELATIVES OR SUBSIDIARIES, AMONG OTHERS THAT MAY HAVE POTENTIAL CONFLICT WITH THE COMPANY’S INTERESTS AT LARGE

The Company’s major related party transactions are generally with its subsidiaries and associates. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialisation and the Company’s long-term strategy for sectoral investments, optimisation of market share, profitability, legal requirements, liquidity and capital resources of subsidiaries and associates.

During the year, the Company acquired 18,00,000 Ordinary Shares of Reliance Global Business B.V., Netherlands (wholly-owned indirect subsidiary) from Reliance Industrial Investments and Holdings Limited (wholly-owned direct subsidiary) at par value for a total consideration of Euro 18,000 equivalent to ₹ 13.50 lakh with the approval granted by the Audit Committee and Board of Directors at their respective meetings. All other contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and at 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. Please refer to Note No. 31 of Standalone Financial Statements, forming part of the Annual Report.

None of the transactions with any of related parties were in conflict with the Company’s interest.

The Company’s Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions is put up on the Company’s website and can be accessed at http://www.ril.com/InvestorRelations/Downloads.aspx

DETAILS OF NON-COMPLIANCE BY THE COMPANY, PENALTIES, STRICTURES IMPOSED ON THE COMPANY BY STOCK EXCHANGE OR SEBI, OR ANY STATUTORY AUTHORITY, ON ANY MATTER RELATED TO CAPITAL MARKETS, DURING THE LAST THREE YEARS

1. SEBI had issued a Show Cause Notice in connection with the alleged non-disclosure of the diluted Earnings Per Share in the filing with Stock Exchanges in respect of warrants issued in April, 2007. The Adjudicating Officer of SEBI imposed an aggregate monetary penalty of Rs. 13 crore. The Company had challenged this order before the Hon’ble Securities Appellate Tribunal (‘SAT’). SAT has set aside the said order and remanded the matter for fresh consideration by SEBI. SEBI has initiated adjudication proceedings and has issued a Show Cause Notice dated April 05, 2016 in the matter and the Company has filed reply to the same.
2. SEBI had issued a Show Cause Notice dated November 26, 2015 to the Company alleging that, the Company had not provided the information sought by SEBI regarding categorization of the Directors of the Company as on January 07, 2000. The Company has filed its reply to the aforesaid Show Cause Notice, attended the personal hearing in the matter and provided the information to SEBI.

WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

MEANS OF COMMUNICATION

Quarterly results: The Company’s quarterly/half yearly/ annual financial results are sent to the Stock Exchanges and published in ‘Indian Express’, ‘Financial Express’ and ‘Navshakti’. Simultaneously, they are also put up on the Company’s website (www.ril.com).

News releases, presentations, among others: Official news releases and official media releases are sent to Stock Exchanges and are displayed on its website (www.ril.com).

Presentations to institutional investors / analysts: Detailed presentations are made to institutional investors and financial analysts on the Company’s quarterly as well as annual financial results. These presentations and Schedule of analyst or institutional investors meet are also uploaded on the Company’s website (www. ril.com) as well as sent to the Stock Exchanges. No unpublished price sensitive information is discussed in presentation made to institutional investors and financial analysts.

Website: The Company’s website (www.ril.com) contains a separate dedicated section ‘Investor Relations’ where shareholders’ information is available. The Company’s Annual Report is also available in downloadable form.

Annual Report: The Annual Report containing, inter alia, Audited Financial Statements, Audited Consolidated Financial Statements, Directors’ Report, Auditors’ Report and other important information is circulated to members and others entitled thereto. The Management’s Discussion and Analysis (MD&A) Report forms part of the Annual Report.

Chairman’s Communiqué: The printed copy of the Chairman’s speech is distributed to shareholders at Annual General Meetings. The document is also placed on the Company’s website (www.ril. com) and sent to Stock Exchanges.

Reminder to Investors: Reminders for unclaimed shares, unpaid dividend/unpaid interest or redemption amount on debentures are sent to shareholders/debenture holders as per records every year.

NSE Electronic Application Processing System (NEAPS): The NEAPS is a web-based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, statement of investor complaints, among others are filed electronically on NEAPS.

BSE Corporate Compliance & Listing Centre (the ’Listing Centre‘): BSE’s Listing Centre is a web-based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, statement of investor complaints, among others are also filed electronically on the Listing Centre.

SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.

Designated Exclusive email-id: The Company has designated the following email-ids exclusively for investor servicing:

• For queries on Annual Report:
  investor_relations@ril.com
• For queries in respect of shares in physical mode:
  rilinvestor@karvy.com

Shareholders’ Feedback Survey: The Company had sent feedback forms seeking shareholders’ views on various matters relating to investor services and Annual Report 2014-15. The feedback received from shareholders is placed before the Stakeholders’ Relationship Committee.

GENERAL SHAREHOLDER INFORMATION

COMPANY REGISTRATION DETAILS

The Company is registered in the State of Maharashtra, India. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L17110MH1973PLC019786.

ANNUAL GENERAL MEETING

(Day, Date, Time and Venue)
Thursday, September 1, 2016 at 11.00 a.m.
Birla Matushri Sabhagar, Near Bombay Hospital & Medical Research Centre, 19, New Marine Lines, Mumbai 400 020

FINANCIAL YEAR

April 1 to March 31

FINANCIAL CALENDAR (TENTATIVE)

RESULTS FOR THE QUARTER ENDING

June 30, 2016 – Third week of July, 2016 September 30, 2016 – Third week of October, 2016 December 31, 2016 – Third week of January, 2017 March 31, 2017 – Third week of April, 2017 Annual General Meeting – June, 2017

LISTING ON STOCK EXCHANGES

EQUITY SHARES

BSE LIMITED (BSE)

Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai 400 001
Scrip Code 500325

NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE)

‘‘Exchange Plaza”,
C-1, Block G,
Bandra-Kurla Complex,
Bandra (East), Mumbai 400 051
Trading Symbol – RELIANCE EQ
ISIN: INE002A01018

GLOBAL DEPOSITORY RECEIPTS (GDRs)

The GDRs of the Company are listed on Luxembourg Stock Exchange, 11, Avenue de la Porte- Neuve, L – 2227, Luxembourg.

Also traded on International Order Book System (London Stock Exchange) and PORTAL System (NASD, USA) Trading Symbol RILYP, CUSIP 759470107.

OVERSEAS DEPOSITORY

The Bank of New York Mellon Corporation, 101, Barclay Street, New York, NY 10286 USA.

DOMESTIC CUSTODIAN

ICICI Bank Limited, Empire Complex, E7/F7, 1st Floor, 414, Senapati Bapat Marg, Lower Parel, Mumbai 400 013.

DEBT SECURITIES

The details of listing of Non-Convertible Debentures issued by the Company are given here below.

The Company has issued bonds from time to time in the international markets by way of private placement as well as bond offerings listed on stock exchanges. The Company’s bonds are listed on Singapore Stock Exchange, Taipei Exchange and Luxembourg Stock Exchange.

DEBENTURE TRUSTEE

Axis Trustee Services Limited Axis House, 2nd Floor, Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai 400 025.

PAYMENT OF LISTING FEES

Annual listing fee for the year 2016-17 has been paid by the Company to BSE and NSE. Annual maintenance and listing agency fee for the calendar year 2016 has been paid by the Company to the Luxembourg Stock Exchange.

PAYMENT OF DEPOSITORY FEES

Annual Custody/Issuer fee for the year 2016-17 has been paid by the Company to NSDL and CDSL.

STOCK MARKET PRICE DATA MONTH

SHARE PRICE PERFORMANCE IN COMPARISON TO BROAD BASED INDICES – BSE SENSEX AND NSE NIFTY AS ON MARCH 31, 2016

REGISTRARS AND TRANSFER AGENTS

Karvy Computershare Private Limited
Karvy Selenium Tower B, 6th Floor
Plot 31-32, Gachibowli Financial District,
Nanakramguda, Hyderabad – 500 032
Tel: +91-40-67161700
Toll Free No.: 1800-4258-998; Fax: +91-40-23114087
e-mail: rilinvestor@karvy.com
Website: www.karvy.com

SHARE TRANSFER SYSTEM

Share transfers are processed and share certificates duly endorsed are delivered within a period of seven days from the date of receipt, subject to documents being valid and complete in all respects. The Board has delegated the authority for approving transfer, transmission, and so on of the Company’s securities to the Managing Director and/or Company Secretary. A summary of transfer/transmission of securities of the Company so approved by the Managing Director/Company Secretary is placed at quarterly Board meeting / Stakeholders’ Relationship Committee. The Company obtains from a Company Secretary in Practice half-yearly certificate to the effect that all certificates have been issued within thirty days of the date of lodgement of the transfer, sub division, consolidation and renewal as required under Regulation 40(9) of the Listing Regulations and files a copy of the said certificate with Stock Exchanges.

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2016

SHAREHOLDING PATTERN BY SIZE AS ON MARCH 31, 2016

BUILD-UP OF EQUITY SHARE CAPITAL

CORPORATE BENEFITS TO INVESTORS

DIVIDEND DECLARED FOR THE LAST 10 YEARS

BONUS ISSUES OF FULLY PAID-UP EQUITY SHARES

SHARES ISSUED ON DEMERGER

Consequent upon the demerger of the coal based, gas based, financial services and telecommunications undertakings / businesses of the Company in December, 2005, the shareholders of the Company were allotted equity shares of the four companies, namely, Reliance Energy Ventures Limited (REVL), Reliance Natural Resources Limited (RNRL), Reliance Capital Ventures Limited (RCVL) and Reliance Communication Ventures Limited (RCoVL) in the ratio of one equity share of each of the companies for every equity share held by shareholders except specified shareholders, in Reliance Industries Limited, as on the record date fixed for the purpose.

Accordingly, 122,31,30,422 equity shares each of REVL, RNRL, RCVL and RCoVL were allotted on January 27, 2006.

DEMATERIALISATION OF SHARES

97.91% of Company’s paid-up Equity Share Capital has been dematerialised up to March 31, 2016 (97.81% up to March 31, 2015). Trading in Equity Shares of the Company is permitted only in dematerialised form.

LIQUIDITY

The Company’s Equity Shares are among the most liquid and actively traded shares on the Indian Stock Exchanges. RIL shares consistently rank among the top few frequently traded shares, both in terms of the number of shares traded, as well as value.

Relevant data for the average daily turnover for the Financial Year 2015-16 is given below:

OUTSTANDING GDRs / WARRANTS AND CONVERTIBLE BONDS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY

GDRs: Outstanding GDRs as on March 31, 2016 represent 9,62,49,556 equity shares constituting 2.97% of Company’s paidup Equity Share Capital. Each GDR represents two underlying equity shares in the Company. GDR is not a specific time-bound instrument and can be surrendered at any time and converted into the underlying equity shares in the Company. The shares so released in favour of the investors upon surrender of GDRs can either be held by investors concerned in their name or sold off in the Indian secondary markets for cash. To the extent of shares so sold in Indian markets, GDRs can be reissued under the available head-room.

RIL GDR PROGRAMME – IMPORTANT INFORMATION

RIL GDRs are listed at the Luxembourg Stock Exchange. GDRs are traded on the International Order Book (IOB) of London Stock Exchange. GDRs are also traded amongst Qualified Institutional Investors in the PORTAL System of NASD, USA.

RIL GDRs are exempted securities under US Securities Law. RIL GDR program has been established under Rule 144A and Regulation S of the US Securities Act, 1933. Reporting is done under the exempted route of Rule 12g3-2(b) under the US Securities Exchange Act, 1934.

The Bank of New York Mellon is the Depository and ICICI Bank Limited is the Custodian of all the Equity Shares underlying the GDRs issued by the Company.

EMPLOYEE STOCK OPTIONS

The information on Options granted by the Company during the financial year 2015-16 and other particulars with regard to Employees’ Stock Options are put up on the Company’s website and can be accessed at http://www.ril.com/InvestorRelations/Downloads.aspx

COMMODITY PRICE RISKS / FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

The Company is subject to commodity price risks due to fluctuation in prices of crude oil, gas and downstream petroleum products. The Company’s payables and receivables are in U.S. Dollars and due to fluctuations in foreign exchange prices, it is subject to foreign exchange risks. The Company has in place a robust risk management framework for identification and monitoring and mitigation of commodity price and foreign exchange risks. The risks are tracked and monitored on a regular basis and mitigation strategies are adopted in line with the risk management framework. For further details on the above risks, please refer the Enterprise Risk Management section of the Management Discussion and Analysis Report.

PLANT LOCATIONS IN INDIA

REFINING & MARKETING

JAMNAGAR

Village Meghpar/Padana, Taluka Lalpur,
Jamnagar – 361 280, Gujarat, India

JAMNAGAR SEZ UNIT

Village Meghpar/Padana, Taluka Lalpur,
Jamnagar – 361 280, Gujarat, India

PETROCHEMICALS

ALLAHABAD MANUFACTURING DIVISION

A/10-A/27, UPSIDC Industrial Area,
P. O.T.S.L. Allahabad – 211 010, Uttar Pradesh, India

BARABANKI MANUFACTURING DIVISION

Dewa Road, P.O. Somaiya Nagar,
Barabanki – 225 123, Uttar Pradesh, India

DAHEJ MANUFACTURING DIVISION

P. O. Dahej – 392 130,
Taluka: Vagra, District Bharuch, Gujarat, India

HAZIRA MANUFACTURING DIVISION

Village Mora, P.O. Bhatha,
Surat-Hazira Road, Surat – 394 510, Gujarat, India

HOSHIARPUR MANUFACTURING DIVISION

Dharamshala Road, V.P.O. Chohal,
District Hoshiarpur – 146 024, Punjab, India

JAMNAGAR

Village Meghpar/Padana, Taluka Lalpur,
Jamnagar – 361 280, Gujarat, India

JAMNAGAR SEZ UNIT

Village Meghpar/Padana, Taluka Lalpur,
Jamnagar – 361 280, Gujarat, India

NAGOTHANE MANUFACTURING DIVISION

P. O. Petrochemicals Township, Nagothane – 402 125,
Roha Taluka, District Raigad, Maharashtra, India

NAGPUR MANUFACTURING DIVISION

Village: Dahali, Mouda, Ramtek Road,
Tehsil Mouda – 441 104, District Nagpur, Maharashtra, India

PATALGANGA MANUFACTURING DIVISION

B-1 to B-5 & A3, MIDC Industrial Area, P.O. Rasayani,
Patalganga – 410 220, District Raigad, Maharashtra, India

SILVASSA MANUFACTURING DIVISION

342, Kharadpada, P.O. Naroli – 396 235,
Union Territory of Dadra and Nagar Haveli, India

VADODARA MANUFACTURING DIVISION

P. O. Petrochemicals, Vadodara – 391 346, Gujarat, India

OIL & GAS

KG D6 ONSHORE TERMINAL

Village Gadimoga, Tallarevu Mandal,
East Godavari District – 533 463, Andhra Pradesh, India

COAL BED METHANE PROJECT (CBM)

Village & P. O. : Lalpur, Tehsil: Burhar,
District Shahdol, Madhya Pradesh – 484 110, India

TEXTILES

NARODA MANUFACTURING DIVISION

103/106, Naroda Industrial Estate, Naroda,
Ahmedabad – 382 330, Gujarat, India

ADDRESS FOR CORRESPONDENCE

FOR SHARES/DEBENTURES HELD IN PHYSICAL FORM

Karvy Computershare Private Limited
Karvy Selenium Tower B, 6th Floor
Plot 31-32, Gachibowli, Financial District,
Nanakramguda, Hyderabad – 500 032
Tel: +91-40-67161700
Toll Free No.: 1800-4258-998; Fax: +91-40-23114087
Website: www.karvy.com; E-mail: rilinvestor@karvy.com

FOR SHARES/DEBENTURES HELD IN DEMAT FORM

Investors’ concerned Depository Participant(s) and/or Karvy Computershare Private Limited.

Shri Sandeep Deshmukh
Vice President - Corporate Secretarial
Reliance Industries Limited
3rd Floor, Maker Chambers IV, 222, Nariman Point,
Mumbai 400 021.
e-mail: investor_relations@ril.com

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company has credited ₹ 11.88 crore to the Investor Education and Protection Fund (IEPF) pursuant to Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.

The cumulative amount transferred to IEPF up to March 31, 2016 is ₹ 130.21 crore.

Pursuant to provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on July 15, 2016 on the Company’s website: http://www.ril.com/InvestorRelations/ShareholdersInformation.aspx

EQUITY SHARES IN THE SUSPENSE ACCOUNT

In terms of Regulation 39 of the Listing Regulations, the Company reports the following details in respect of equity shares lying in the suspense accounts which were issued in demat form and physical form, respectively:

The voting rights on the shares in the suspense account shall remain frozen till the rightful owners claim the shares.

COMPLIANCE OF CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED IN REGULATION 17 TO 27 AND REGULATION 46(2)(b) TO (i) OF LISTING REGULATIONS

COMPLIANCE CERTIFICATE OF THE AUDITORS

Certificate from the Company’s Auditors, M/s. Chaturvedi & Shah, Deloitte Haskins & Sells LLP and M/s. Rajendra & Co., confirming compliance with conditions of Corporate Governance, as stipulated under Regulation 34 of the Listing Regulations, is attached to this Report.

ADOPTION OF MANDATORY AND NON-MANDATORY REQUIREMENTS

The Company has complied with all mandatory requirements of Regulation 34 of the Listing Regulations. The Company has adopted following non-mandatory requirements of Regulation 27 and Regulation 34 of the Listing Regulations.

COMMUNICATION TO SHAREHOLDERS

Half-yearly reports covering financial results were sent to members at their registered addresses.

AUDIT QUALIFICATION

The Company is in the regime of unqualified financial statements.

REPORTING OF INTERNAL AUDITOR

The Internal Auditor directly reports to the Audit Committee.

 

CERTIFICATE ON COMPLIANCE WITH CODE OF CONDUCT

I hereby confirm that the Company has obtained from all the members of the Board and Management Personnel, affirmation that they have complied with the ‘Code of Conduct’ and ‘Our Code’ for the Financial Year 2015-16.

Mukesh D. Ambani
Chairman and Managing Director

Mumbai
April 22, 2016

 

CEO AND CFO CERTIFICATION

The Chairman and Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations. The Chairman and Managing Director and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Listing Regulations. The annual certificate given by the Chairman and Managing Director and the Chief Financial Officer is published in this Report.

CEO / CFO CERTIFICATE

To,
The Board of Directors
Reliance Industries Limited

1. We have reviewed financial statement and the cash flow statement of Reliance Industries Limited for the year ended March 31, 2016 and to the best of our knowledge and belief:
   1. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
   2. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.
2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct.
3. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of Company’s internal control systems pertaining to financial reporting. We have not come across any reportable deficiencies in the design or operation of such internal controls.
4. We have indicated to the Auditors and the Audit Committee:
   1. that there are no significant changes in internal control over financial reporting during the year;
   2. that there are no significant changes in accounting policies during the year; and
   3. that there are no instances of significant fraud of which we have become aware.

Mumbai
April 22, 2016