37 Sample Resolutions Very Useful, Indian Companies Act
In accordance with Clause 49 of the Listing Agreement with BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE), the report containing the details of Corporate Governance systems and processes at Reliance Industries Limited is as follows:At Reliance Industries Limited (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.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, 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 Clause 49 of the Listing Agreement with the Stock Exchanges in India (Listing Agreement), 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 37 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 stand-alone basis, we have grown by a Compounded Annual Growth Rate (CAGR) of Revenues 25.8%, EBITDA 26.4% and Net Profit 27.4%. The financial markets have endorsed our sterling performance and the market capitalization has increased by CAGR of 31.7% 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 2.8 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.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 constituted under the Companies Act, 1956 / Companies Act, 2013. The Chairman and Managing Director (CMD) provides overall direction and guidance to the Board. Concurrently, the CMD is responsible for overall implementation. In the operations and functioning of the Company, the CMD is assisted by four Executive Directors and a core group of senior level executives.A majority of the Board, 7 out of 13, 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 meeting 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 Board committees, a detailed ysis and review of annual strategic and operating plans and capital allocation and budgets. Additionally, the Board reviews related party transactions, possible risks and risk mitigation measures, financial reports from the CFO 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.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: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.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.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: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 commenced annual reporting on its triple-bottomline 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.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.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.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 endeavours 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 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 Clause 55 of the Listing Agreement, 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).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 any of the Investor service centres of the Company’s Registrars and Transfer Agents spread over 82 cities across India, 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.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.The Institute of Company Secretaries of India (ICSI), one of India’s premier professional bodies, has issued Secretarial Standards on important aspects like Board meetings, General meetings, Payment of Dividend, Maintenance of Registers and Records, Minutes of Meetings, Transmission of Shares and Debentures, Passing of Resolutions by Circulation, Affixing of Common Seal and Board’s Report. Although these standards, as of now, are recommendatory in nature, the Company substantially adheres to these standards voluntarily.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. None of the other directors are related to any other director on the Board.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 Directors 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.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 Board 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 were made at the separate meetings of the Independent Directors held during the year.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 organized for the Directors to enable them to understand the operations of the Company.The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at http://www.ril.com/getattachment/3b0559bd-20fd-4e3e-8a35-1c0a8f090224/Familiarisation-Programme-for-Independent-Director.aspxThe Company’s Board of Directors has designated Shri Mansingh L. Bhakta as the Lead Independent Director. The Lead Independent Director’s role is as follows:The Company’s Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally 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.Six meetings of Independent Directors were held during the year.The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the employees and Non-executive Directors including Independent Directors. 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 on the Company’s website (www.ril.com). 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.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.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’ longterm interests are being served.The Board has constituted seven Committees, namely 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/Board Committee meetings facilitate the 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.Minimum five pre-scheduled Board meetings are held annually. Additional Board meetings are convened by giving appropriate notice to address the Company’s specific needs. In case of business exigencies or urgency of matters, resolutions are passed by circulation.The meetings are usually held at the Company’s office at Maker Chambers IV, 222 Nariman Point, Mumbai 400 021.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/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/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: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.The Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes are circulated to Board/ Board Committee members for their comments. The minutes are entered in the Minutes Book within 30 days from the conclusion of the meeting.The guidelines for Board and Board Committee meetings facilitate an effective post meeting follow-up, review and reporting process for decisions taken by the Board and Board Committees thereof. Important decisions taken at Board/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/Board Committee for noting.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, 1956/ Companies Act, 2013 read with rules issued thereunder, as applicable and the Secretarial Standards recommended by the Institute of Company Secretaries of India.Seven Board meetings were held during the year, as against the minimum requirement of four meetings.The details of Board meetings are given below:Video/tele-conferencing facilities are used to facilitate Directors travelling abroad, or present at other locations, to participate in the meetings.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 Board Committees constituted under the Companies Act, 1956 / Companies Act, 2013.The Company’s guidelines relating to Board meetings are applicable to Committee meetings as far as practicable. 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 Board CommitteesComposition of the CommitteeThe Committee’s composition meets with requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Members of the Audit Committee possess financial / accounting expertise / exposure.Powers of the Audit CommitteeRole of the Audit Committee, inter alia, includes the following:GeneralThe 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 of Accounts Department, Finance Department, Corporate Secretarial Department and Internal Audit department and representatives of internal auditors attend Audit Committee Meetings. The cost auditors attend the Audit Committee Meeting where cost audit reports are discussed. The due date for filing the cost audit reports in XBRL mode for the financial year ended March 31, 2014 was September 27, 2014 and the cost audit reports were filed by the Lead Cost Auditor on September 23, 2014. The due date for filing the cost audit reports for the financial year ended March 31, 2015 is October 30, 2015.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 June18, 2014.Meeting DetailsNine meetings (including one adjourned meeting) of the Audit Committee were held during the year. The details of meetings and attendance are given on page no. 131 of this Report.Nine meetings (including one adjourned meeting) of the Audit Committee were held during the year. The details of meetings and attendance are given on page no. 131 of this Report.Composition of the CommitteeThe Committee’s constitution and terms of reference are in compliance with provisions of the Companies Act, 2013, Clause 49 of the Listing Agreement and Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended from time to time.Terms of Reference of the Committee, inter alia, includes the following:Meeting DetailsSix meetings of the Human Resources, Nomination and Remuneration Committee were held during the year. The details of meeting and attendance are given on page no. 131 of this Report.The details relating to remuneration of Directors, as required under Clause 49 of the Listing Agreement, have been given under a separate section, viz. ‘Directors’ Remuneration’ in this report.Composition of the CommitteeThe ‘Stakeholders’ Relationship Committee’ (SR Committee) was constituted by the Board on April 18, 2014 consequent to the dissolution of the ‘Shareholders’/ Investors’ Grievance Committee’ (SIG Committee). The SR 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 also monitors the implementation and compliance with the Company’s Code of Conduct for prohibition of Insider Trading.The SR Committee’s composition and the terms of reference meet with the requirements of Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013.Terms of Reference of the Committee, inter alia, includes the following:Meeting DetailsFour meetings (including one of SIG Committee) of the SR Committee were held during the year. The details of meetings and attendance are given on page no. 131 of this Report.Compliance OfficerShri K. Sethuraman, Group Company Secretary and Chief Compliance Officer, is the Compliance Officer for complying with requirements of Securities Laws and Listing Agreements with Stock Exchanges.Prohibition of Insider TradingWith 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 RedressalThe 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, 2015, no complaints were outstanding.Composition of the CommitteeThe 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 constitution and terms of reference meet with the requirements of the Companies Act, 2013.Terms of Reference of the Committee, inter alia, includes the following:Meeting DetailsFour meetings of the Corporate Social Responsibility and Governance Committee were held during the year. The details of meetings and attendance are given on page no. 131 of this Report.Composition of the CommitteeThe Health, Safety and Environment 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 the Committee, inter alia, includes the following:Meeting DetailsFour meetings of the Health, Safety and Environment Committee were held during the year. The details of the meetings and attendance are given on page no. 131 of this Report.Composition of the CommitteeTerms of Reference of the Committee, inter alia, includes the following:Meeting DetailsFour meetings of the Finance Committee were held during the year. The details of meetings and attendance are given on page no. 131 of this Report.Composition of the CommitteeThe Risk Management Committee (RM Committee) was constituted by the Board on October 13, 2014 adhering to the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Committee’s prime responsibility is to implement and monitor the risk management plan and policy of the Company. The Committee’s constitution meets with the requirements of Clause 49 of the Listing Agreement.Role and Responsibilities of the Committee includes the following:Meeting DetailsOne meeting of the Committee was held during the year and the details of meeting and attendance are given on page no. 131 of this Report.Remuneration policyThe 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.The Chairman and Managing Director’s compensation has been set at ` 15 crore as against ` 38.86 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 Wholetime 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 paid on net profit to Non- Executive Directors:During the year, the Company paid ` 0.36 crore 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.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. The Company monitors performance of subsidiary companies, inter alia, by the following means: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.Annual General MeetingsDuring the preceding three years, the Company’s Annual General Meetings were held at Birla Matushri Sabhagar, 19, New Marine Lines, Mumbai - 400020.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 BallotDuring the year, the members of the Company have approved amendment in the Objects Clause of the Memorandum of Association of the Company by passing a Special Resolution through postal ballot effective March 28, 2015.The Board had appointed Shri Ketan Vora, a Practicing Chartered Accountant, Partner, Deloitte Haskins & Sells LLP, Mumbai as a Scrutinizer to conduct the postal ballot voting process in a fair and transparent manner.The details of the voting pattern in respect of Special Resolution passed for alteration of the Object Clause of the Memorandum of Association was as under: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 largeDuring the period under review, the Company had not entered into any material transaction with any of its related parties.None of the transactions with any of related parties were in conflict with the Company’s interest. Attention of members is drawn to the disclosure of transactions with related parties set out in Note No. 32 of Standalone Financial Statements, forming part of the Annual Report.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 specialization and the Company’s long-term strategy for sectoral investments, optimization of market share, profitability, legal requirements, liquidity and capital resources of subsidiaries and associates.All related party transactions are negotiated on an armslength basis, and are intended to further the Company’s interests.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 yearsDuring the last three years, SEBI had issued a Show Cause Notice in connection with the alleged nondisclosure 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 ` 13 crore. The Company has challenged this order before the Hon’ble Securities Appellate Tribunal.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.Quarterly results:The Company’s quarterly results are published in ‘Financial Express’/‘Indian Express’ and ‘Navshakti’, and are displayed on its website (www.ril.com).News releases, presentations, among others:Official news releases and official media releases are sent to Stock Exchanges.Presentations to institutional investors / ysts:Detailed presentations are made to institutional investors and financial ysts on the Company’s unaudited quarterly as well as audited annual financial results. These presentations are also uploaded on the Company’s website (www.ril.com).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 a user-friendly and downloadable form.Annual Report:The Annual Report containing, inter alia, Audited Financial Statement, Consolidated Financial Statements, Directors’ Report, Auditors’ Report and other important information is circulated to members and others entitled thereto. The Management’s Discussion and ysis (MD&A) Report forms part of the Annual Report and is displayed on the Company’s website (www.ril.com).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.Corporate Filing and Dissemination System (CFDS):The CFDS portal jointly owned, managed and maintained by BSE and NSE is a single source to view information filed by listed companies. All disclosures and communications to BSE and NSE are filed electronically through the CFDS portal. In particular, the Company informs BSE and NSE all price sensitive matters or such other matters which in its opinion are material and of relevance to the members.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, 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, 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:Shareholders’ Feedback Survey:The Company had sent feedback forms seeking shareholders’ views on various matters relating to investor services and Annual Report 2013-14. The feedback received from shareholders was placed before the Stakeholders’ Relationship Committee.Company Registration DetailsThe Company is registered in the State of Maharashtra, India. The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L17110MH1973PLC019786.Annual General Meeting(Day, Date, Time and Venue) Friday, June 12, 2015 at 11.00 a.m. Birla Matushri Sabhagar, 19, New Marine Lines, Mumbai 400 020Financial YearApril 1 to March 31Financial Calendar (tentative)Results for the quarter endingJune 30, 2015 - Fourth week of July, 2015September 30, 2015 - Third week of October, 2015December 31, 2015 - Fourth week of January, 2016March 31, 2016 - Fourth week of April, 2016Annual General Meeting - June, 2016Date of Book ClosureTuesday, May 12, 2015 to Friday, May 15, 2015 (both days inclusive) for payment of dividend.Dividend Payment DateCredit/dispatch of dividend warrants between June 13, 2015 and June 19, 2015.Listing on Stock ExchangesEquity SharesBSE Limited (BSE)Phiroze Jeejeebhoy Towers,Dalal Street, Mumbai 400 001Scrip Code 500325National Stock Exchange of India Limited (NSE)‘‘Exchange Plaza”,Bandra-Kurla Complex,Bandra (E), Mumbai 400 051Trading Symbol - RELIANCE EQ ISIN : INE002A01018Global Depository Receipts (GDRs)ListingLuxembourg 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 759470107Overseas DepositoryThe Bank of New York Mellon Corporation 101, Barclay Street, New York, NY 10286 USADomestic CustodianICICI Bank Limited, Empire Complex, E7/F7, 1st Floor, 414, Senapati Bapat Marg, Lower Parel, Mumbai 400 013Debt SecuritiesListingThe Wholesale Debt Market (WDM) Segment of BSE and NSEDebenture TrusteesAxis Bank LimitedAxis House, C-2, Wadia International Centre,Pandurang Budhkar Marg, Worli,Mumbai 400 025Axis Trustee Services LimitedAxis House, 2nd Floor, Wadia International Centre,Pandurang Budhkar Marg, Worli, Mumbai 400 025Payment of Listing FeesAnnual listing fee for the year 2015-16 has been paid by the Company to BSE and NSE. Annual maintenance and listing agency fee for the calendar year 2015 has been paid by the Company to the Luxembourg Stock Exchange.Payment of Depository FeesAnnual Custody/Issuer fee for the year 2015-16 will be paid by the Company to NSDL and CDSL on receipt of the invoices.Karvy Computershare Private LimitedKarvy Selenium Tower B, 6th FloorPlot 31-32, Gachibowli, Financial District.Nanakramguda, Hyderabad – 500 032Tel: +91-40-67161700Toll Free No.: 1-800-4258-998; Fax: +91-40-23114087e-mail: firstname.lastname@example.orgWebsite: www.karvy.com(Address changed w.e.f. April 14, 2015)List of Investor Service Centres of Karvy Computershare Private Limited is available on the Company’s website www.ril.com.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, etc. 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 every Board meeting / Stakeholders’ Relationship Committee. The Company obtains from a Company Secretary in Practice half-yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreement and files a copy of the said certificate with Stock Exchanges.Build-up of Equity Share CapitalDividend Declared for the last 10 YearsConsequent 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, 2006.97.81% of Company’s paid-up Equity Share Capital has been dematerialised up to March 31, 2015 (97.70% up to March 31, 2014). Trading in Equity Shares of the Company is permitted only in dematerialised form.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 2014-15 is given below:GDRs:Outstanding GDRs as on March 31, 2015 represent 10 44 04 190 equity shares constituting 3.23% of Company’s paid-up 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 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.The information on Options granted by the Company during the financial year 2014-15 and other particulars with regard to Employees’ Stock Options are set out under Annexure IV to the Directors’ ReportJamnagarVillage Meghpar/Padana, Taluka Lalpur,Jamnagar - 361 280, Gujarat, IndiaJamnagar SEZ UnitVillage Meghpar/Padana, Taluka Lalpur,Jamnagar - 361 280, Gujarat, IndiaPetrochemicalsAllahabad Manufacturing DivisionA/10-A/27, UPSIDC Industrial Area,P. O.T.S.L. Allahabad - 211 010,Uttar Pradesh, IndiaBarabanki Manufacturing DivisionDewa Road, P.O. Somaiya Nagar,Barabanki - 225 123, Uttar Pradesh, IndiaDahej Manufacturing DivisionnP. O. Dahej- 392 130,Taluka: Vagra, District Bharuch, Gujarat, IndiaHazira Manufacturing DivisionVillage Mora, P.O. Bhatha,Surat-Hazira Road, Surat - 394 510, Gujarat, IndiaHoshiarpur Manufacturing DivisionDharamshala Road, V.P.O. Chohal,District Hoshiarpur - 146 024, Punjab, IndiaNagothane Manufacturing DivisionP. O. Petrochemicals Township,Nagothane - 402 125, Roha Taluka,District Raigad, Maharashtra, IndiaNagpur Manufacturing DivisionVillage: Dahali, Mouda ,Ramtek Road,Tehsil Mouda – 441 104, District Nagpur,Maharashtra, IndiaPatalganga Manufacturing DivisionB-1 to B-5 & A3, MIDC Industrial Area, P.O. Rasayani,Patalganga – 410 220, District Raigad,Maharashtra, IndiaSilvassa Manufacturing Division342, Kharadpada, P.O. Naroli – 396 235,Union Territory of Dadra and Nagar Haveli, IndiaVadodara Manufacturing DivisionP. O. Petrochemicals, Vadodara - 391 346,Gujarat, IndiaKG D6 Onshore TerminalVillage Gadimoga, Tallarevu Mandal,East Godavari District Gadimoga – 533 463,Andhra Pradesh, IndiaOil & Gas BlocksPanna Mukta, Mid and South Tapti, NEC-OSN-97/2,KG-DWN-98/3, CY-DWN-2001/2, CB-ONN-2003/1, andGS-OSN-2000/1CBM BlocksSP (West) – CBM – 2001/1, SP (East) – CBM – 2001/1Coal Bed Methane Project (CBM)Village & PO: Lalpur, Tehsil: Burhar,District Shahdol, Madhya Pradesh - 484 110, IndiaTextilesNaroda Manufacturing Division103/106, Naroda Industrial Estate, Naroda,Ahmedabad - 382 330, Gujarat, IndiaAddress for CorrespondenceInvestor CorrespondenceFor Shares/Debentures held in Physical formKarvy Computershare Private LimitedKarvy Selenium Tower B, 6th FloorPlot 31-32, Gachibowli, Financial District.Nanakramguda, Hyderabad – 500 032Tel: +91-40-67161700Toll Free No.: 1-800-4258-998; Fax: +91-40-23114087e-mail: email@example.comWebsite: www.karvy.com(Address changed w.e.f. April 14, 2015)For Shares/Debentures held in Demat formInvestors’ concerned Depository Participant(s) and /orKarvy Computershare Private Limited.Any query on the Annual ReportShri A. AnjeneyanSenior Vice President, Corporate SecretarialReliance Industries Limited,3rd Floor, Maker Chambers IV, 222, Nariman Point,Mumbai 400 021.e-mail: firstname.lastname@example.orgDuring the year under review, the Company has credited ` 9.89 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, 2015 is ` 118.33 crore.Pursuant to the 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 June 18, 2014 (date of last Annual General Meeting) on the Company’s website (www.ril.com) and on the website of the Ministry of Corporate Affairs.Equity Shares in the Suspense Account In terms of Clause 5A(I) and Clause 5A(II) of the Listing Agreement, 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 accounts as on March 31, 2015 shall remain frozen till the rightful owners of such shares claim the shares.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 Clause 49 of the Listing Agreement, is attached to this Report.The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement. The Company has adopted following non-mandatory requirements of Clause 49 of the Listing Agreement:Half-yearly reports covering financial results were sent to members at their registered addresses.The Company is in the regime of unqualified financial statements.The Internal Auditor directly reports to the Audit CommitteeThe 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 Clause 49 of the Listing Agreement. 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 Clause 41 of the Listing Agreement. The annual certificate given by the Chairman and Managing Director and the Chief Financial Officer is published in this Report.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 for the financial year 2014-15. (Mukesh D. Ambani) Chairman & Managing Director Mumbai April 17, 2015 To,The Board of DirectorsReliance Industries Limited(Alok Agarwal)Chief FinancialOfficer(Srikanth Venkatachari)Joint Chief FinancialOfficer(Mukesh D. Ambani)Chairman and ManagingDirectorTo the Members,Reliance Industries LimitedWe have examined the compliance of conditions of Corporate Governance by Reliance Industries Limited, for the year ended on 31st March 2015, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges.The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited to a review of the procedures and implementation thereof adopted by the Company for ensuring compliance with the conditions of the Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.In our opinion and to the best of our information and according to the explanations given to us and based on the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above-mentioned Listing Agreement.We state that such compliance is neither an assurance as to future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.ForChaturvedi & ShahChartered Accountants(Registration No. 101720W)ForDeloitte Haskins & Sells LLPChartered Accountants(Registration No. 117366W/W-100018)ForRajendra & Co.Chartered Accountants(Registration No. 108355W)(D. Chaturvedi)PartnerMembership No.: 5611(A.B. Jani)PartnerMembership No.: 46488(A.R. Shah)PartnerMembership No.: 47166MumbaiApril 17, 2015Shri Mukesh D. Ambani (DIN 00001695) is a Chemical Engineer from Institute of Chemical Technology, Mumbai (earlier University Department of Chemical Technology, University of Mumbai). He has pursued MBA from Stanford University, USA.Shri Mukesh D. Ambani has joined Reliance in 1981. He initiated Reliance’s backward integration journey from textiles into polyester fibres and further into petrochemicals, petroleum refining and going upstream into oil and gas exploration and production. He created several new world class manufacturing facilities involving diverse technologies that have raised Reliance’s petrochemicals manufacturing capacities from less than a million tonnes to about fourteen million tonnes per year. He is envisaging almost doubling these capacities to twenty seven million tonnes per annum within a short span.Shri Mukesh D. Ambani led the creation of the world’s largest grassroots petroleum refinery at Jamnagar, India, with a capacity of 660,000 barrels per day (33 million tonnes per year) integrated with petrochemicals, power generation, port and related infrastructure. Further, he steered the setting up of another 580,000 barrels per day refinery next to the existing one in Jamnagar. With an aggregate refining capacity of 1.24 million barrels of oil per day at any single location in the world has transformed “Jamnagar” as the ‘Refining Hub of the World’.In September 2008, when the first drop of crude oil flowed from the Krishna-Godavari basin, Shri Mukesh D. Ambani’s vision of energy security for India was being realized.Shri Mukesh D. Ambani is steering Reliance’s development of infrastructure facilities and implementation of a pan- India organized retail network spanning multiple formats and supply chain infrastructure. Today, Reliance Retail is the largest retail player in the Country.Shri Mukesh D. Ambani is also setting up one of the most complex 4G broadband wireless services in the world offering end to end solutions that address the entire value chain across various digital services in key domains of national interest such as Education, Healthcare, Security, Financial Services, Government-Citizen interfaces and Entertainment.Shri Mukesh D. Ambani’s achievements have been acknowledged at several national and international levels. Over the years, some of the awards and recognition bestowed on him are:Shri Mukesh D. Ambani is a member of the Prime Minister’s Council on Trade and Industry, Government of India. He is the Chairman of Board of Governors, Pandit Deendayal Petroleum University, Gandhinagar.Shri Mukesh D. Ambani is a Member of Millennium Development Goals (MDG) Advocacy Group (MDG Advocate) constituted by United Nations (UN), a Board member of the INTERPOL Foundation and a Member of The Foundation Board of World Economic Forum.Shri Mukesh D. Ambani is a member of the Indo-US CEOs Forum, Chair of The British Asian Trust’s India Advisory Council, International Advisory Council of The Brookings, McKinsey & Company International Advisory Council, Global Advisory Council of Bank of America, Member of The Business Council and London School of Economics’ India Advisory Group.Shri Mukesh D. Ambani is the Chairman of Reliance Jio Infocomm Limited and Reliance Retail Ventures Limited and a Director of Reliance Foundation and Reliance Europe Limited.At RIL, he is Chairman of the Finance Committee.He is Promoter of the Company and holds 36,15,846 shares of the Company in his name as on March 31, 2015.Shri Nikhil R. Meswani (DIN 00001620) is a Chemical Engineer. He is the son of Shri Rasiklal Meswani, one of the Founder Directors of the Company.He joined Reliance in 1986 and since July 01, 1988 he is a Whole-time Director designated as Executive Director on the Board of the Company.He is primarily responsible for Petrochemicals Division and has contributed largely to Reliance to become a global leader in Petrochemicals. Earlier, he handled refinery business between 1997 and 2005. He was also responsible for integration of IPCL with Reliance businesses. In addition, he continues to shoulder several other corporate responsibilities such as Corporate Affairs and Group’s taxation policies. He also takes keen interest in IPL cricket franchise “Mumbai Indians”.He was the President of Association of Synthetic Fibre Industry and was also the youngest Chairman of Asian Chemical Fibre Industries Federation. He is also a member of managing committee of Federation of Indian Export Organisations set up by Ministry of Commerce.He was named Young Global Leader by the World Economic Forum in 2005 and continues to actively participate in the activities of the Forum.He is also a member of the Young Presidents’ Organisation.He was honoured by the Institute of Economic Studies, Ministry of Commerce & Industry, the Textile Association (India), Ministry of Textiles. He is also a distinguished Alumnus of the University Institute of Chemical Technology (UICT), Mumbai.He is currently ranked fourth among Top 40 Global Power Players in chemical industry as per ICIS – leading chemical industry magazine.He is a member of the Corporate Social Responsibility and Governance Committee, the Finance Committee and the Stakeholders’ Relationship Committee of the Company.He is a Director of Reliance Commercial Dealers Limited and Chairman of its Audit Committee and Nomination and Remuneration Committee.He holds 4,18,374 shares of the Company in his name as on March 31, 2015.Shri Hital R. Meswani (DIN 00001623) graduated with Honours in the Management & Technology programme from the University of Pennsylvania, U.S.A. where he received a Bachelor of Science Degree in Chemical Engineering from the School of Engineering and Applied Sciences and a Bachelor of Science Degree in Economics from the Wharton Business School.He joined Reliance Industries Limited in 1990. He is on the Board of the Company as Whole-time Director designated as Executive Director since August 04, 1995, with overall responsibility of the Petroleum Refining Business and all Manufacturing, Research & Technology and Project Execution activities of the group.He is a member of the Finance Committee, Stakeholders’ Relationship Committee, Risk Management Committee and Chairman of the Health, Safety and Environment Committee of the Company.He is a Director of Reliance Industrial Investments and Holdings Limited and Reliance Commercial Dealers Limited. He is a member of the Audit Committee and Nomination and Remuneration Committee of Reliance Commercial Dealers Limited.He has been instrumental in the execution of several mega projects of the group including the Hazira Petrochemicals complex and the world’s largest Refinery complex at Jamnagar.He has been awarded an Honorary Fellowship by IChemE (Institution of Chemical Engineers – the International Professional body for Chemical, Biochemical and Process Engineers) in recognition of his contribution to the process industries.He is the recipient of The 2011 D. Robert Yarnall Award from The Engineering Alumni Society of the University of Pennsylvania.He was also conferred the Honorary CEPM-PMA Fellowship Award for Project Management Excellence.He holds 3,51,886 shares of the Company in his name as on March 31, 2015.Shri P.M.S. Prasad (DIN 00012144) is a Whole-time Director designated as Executive Director of the Company since August 21, 2009.He has been with the Company for about 34 years. Over the years, he has held various senior positions in the Fibres, Petrochemicals, Refining & Marketing and Exploration & Production Businesses of the Company.He holds Bachelor’s degrees in Science and Engineering.He was awarded an honorary doctorate degree by the University of Petroleum Engineering Studies, Dehradun in recognition of his outstanding contribution to the Petroleum sector. He has been conferred the Energy Executive of the Year 2008 award by Petroleum Economist in recognition of his leadership.He is on the Board of Governors of the University of Petroleum & Energy Studies, India.He is a member of the Health, Safety and Environment Committee and Risk Management Committee of the Company.He is a Director of Reliance Commercial Dealers Limited and is a member of its Audit Committee and Nomination and Remuneration Committee.He holds 1,36,666 shares of the Company in his name as on March 31, 2015.Shri Pawan Kumar Kapil (DIN 02460200) has been appointed as a Whole-time Director designated as Executive Director of the Company with effect from May 16, 2010.He holds Bachelor’s degree in Chemical Engineering and has a rich experience of more than four decades in the Petroleum Refining Industry.He joined Reliance in 1996 and led the commissioning and start-up of the Jamnagar complex. He was associated with this project since conception right through Design, Engineering, Construction and Commissioning. He also led the commissioning of the manufacturing operations in the Special Economic Zone (SEZ) at Jamnagar by Reliance.He started his career in 1966 with the Indian Oil Corporation. In the initial years he worked in various capacities in Operations, Technical Services and startup/ commissioning of various Refinery Process Units/ facilities in Barauni and Gujarat Refineries. Being a person with a strong penchant for ytical work and high technology skills, he was chosen to head the Central Technical Services Department at the Corporate Office of Indian Oil Corporation. Here he did extensive work in ‘expansion of the existing refineries’, ‘energy optimisation’, ‘debottlenecking studies’ and ‘long range planning’.Then he moved to Mathura Refinery as the head of Refinery Operations. From Mathura he was picked up to become the Director (Technical) of Oil Coordination Committee (OCC) - the ‘Think Tank’ of the Ministry of Petroleum, the Government of India. He has travelled extensively and has been to USA, Russia, the Middle East, Europe and the Far East in connection with refinery design, technology selection, crude sourcing, etc. Having served for 28 years in Indian Oil Corporation and OCC in various capacities, he rose to the position of Executive Director and spearheaded the setting up of Panipat Refinery for the Indian Oil Corporation.He has been the Site President of the Jamnagar complex of the Company from 2001 to 2010. He is currently heading Group Manufacturing Services (GMS) since 2011 and working towards achieving excellence in the areas of HSE, Technology, Reliability and Operations of all Manufacturing Sites covering Refineries, Petrochemicals and Polyester Plants of the Company. Under his able leadership, in 2005, the Jamnagar Refinery became the first Asian Refinery to be declared the ‘Best Refinery in the world’, at the ‘World Refining & Fuel Conference’ at San Francisco, USA. Both Refineries have bagged many national and international awards for Excellence in Safety performance, Energy conservation & Environment management, including the ‘Golden Peacock Global Award for Sustainability for the year 2010’.In recognition of his excellent achievements, the CHEMTECH Foundation had conferred on him the “Outstanding Achievement Award for Oil Refining” in 2008. He is also a Member of the Research Council of the Indian Institute of Petroleum, Dehradun.He is a member of the Health, Safety and Environment Committee of the Company.He holds 8,000 shares of the Company in his name as on March 31, 2015.Shri Mansingh L. Bhakta (DIN 00001963) is senior partner of Messers Kanga & Company, a leading firm of Advocates and Solicitors in Mumbai. He has been in practice for over 60 years and has vast experience in legal field and particularly on matters relating to corporate laws, banking and taxation.He is a legal advisor to leading foreign and Indian companies and banks. He has also been associated with a large number of Euro issues made by Indian companies. He was the Chairman of the Taxation Law Standing Committee of LAWASIA, an Association of Lawyers of Asia and Pacific, which has its headquarters in Australia.He is a Director of the Indian Merchant’s Chamber, Mumbai. He is the Lead Independent Director of the Company. During his long legal career, he has served as an Independent Director of a large number of leading corporates including Larsen & Toubro Limited, SKF (India) Limited, Kirloskar Oil Engines Limited, Arvind Limited and Bennett Coleman & Company Limited.He is a recipient of Rotary Centennial Service Award for Professional Excellence from Rotary International. In its normal annual survey conducted by Asia Law Journal, Hong Kong, a leading International law journal, he has been nominated as one of ‘the Leading Lawyers of Asia 2011’ for sixth consecutive years. Recently, ‘Trans Asian Chamber of Commerce & Industry’ conferred on him the prestigious award of ‘The Pillar of Hindustaanee Society’ for the year 2014-15 in the field of ‘Ethical Law Practice’.He holds 3,30,000 shares of the Company in his name as on March 31, 2015.Shri Yogendra P. Trivedi (DIN 00001879) is practicing as senior advocate in Supreme Court. He was a member of the Rajya Sabha till April 02, 2014. He holds important positions in various fields’ viz. economics, profession, politics, commercial, education, medical field, sports and social service. He has received various Awards and medals for his contribution in various fields. He was a Director in Central Bank of India and Dena Bank, amongst many other reputed companies. He was the past President of the Indian Merchant’s Chamber and presently is a Member of the Managing Committee. He was on the Managing Committee of ASSOCHAM and the International Chamber of Commerce. He was the Hon’ Counsel of Republic of Ethiopia.He is the Chairman of Sai Service Private Limited and Trivedi Consultants Private Limited. He is the Director of The Supreme Industries Limited, Zodiac Clothing Company Limited, New Consolidated Construction Company Limited, Emami Limited and Federation of Indian Automobile Association.He is the Chairman of Indo African Chamber of Commerce. He was the President of the Cricket Club of India. He was the past President of the Western India Automobile Association. He is also Member of the Indian Merchant’s Chamber, All India Association of Industries, W.I.A.A. Club, B.C.A Club, Orient Club, Royal Bombay Yatch Club. He is also the Chairman of the Audit Committee, the Corporate Social Responsibility and Governance Committee and the Stakeholders’ Relationship Committee and Member of the Human Resources, Nomination and Remuneration Committee of the Company. He is a Member of the Audit Committee of Zodiac Clothing Company Limited.He has been conferred Honorary Doctorate (HonorisCausa) by Fakir Mohan University, Balasore, Odisha.He holds 27,984 shares of the Company in his name as on March 31, 2015.Dr. Dharam Vir Kapur (DIN 00001982) is an honours Graduate in Electrical Engineering with wide experience in Power, Capital Goods, Chemicals and Petrochemicals Industries.Dr. D.V. Kapur was the founding chairman-cum-managing director of the National Thermal Power Corporation (NTPC). He had an illustrious career in the government sector with a successful track record of building vibrant organisations and successful project implementation. In a meeting of the executive directors of the World Bank group, Dr. Kapur was once described as ‘a model manager’. Prior to NTPC, he also served at the Hirakud dam project, Punjab state electricity board, the Indian Railways, and Bharat Heavy Electricals Limited, in various positions.He has been secretary to the government of India in the ministries of Power, Heavy Industry and Chemicals & Petrochemicals. His significant contributions as Secretary during 1980 to 1986 were introduction of new management practices and liberalization initiatives including authorship of “Broad Banding” and “Minimum Economic Sizes” in industrial licensing. Dr. Kapur was also member of various government committees including Arjun Sengupta Committee to Review Policy for Public Enterprises. Reports on “Utilization and Conservation of Energy” and “Perspective Planning of Petrochemical Industry” are still remembered as bibles of sorts for path breaking recommendations made under his chairmanship.He was associated with a number of national institutions, including Indian Institute of Technology-Bombay as chairman of its board of governors for over ten years, National Productivity Council as its chairman, and as member of the board of governors of the Administrative Staff College of India and Indian Institute of Management- Lucknow. Jawaharlal Nehru Technological University conferred on him the degree of D.Sc. He is also the recipient of lifetime achievement awards and meritorious services awards from a number of prestigious organisations associated with energy and project management.He is the Chairman (Emeritus) of Jacobs H&G (P) Limited. In addition to Reliance Industries Limited, Dr. Kapur is also a Director on the Boards of Honda Siel Power Products Limited, DLF Limited and other private limited companies. He has also been an independent director on the Board of Tata Chemicals Limited, Larsen and Toubro Limited and Ashok Leyland Limited. He was also founding Chairman of Reliance Power Limited. In addition to this, he has also chaired the boards of subsidiaries of multinational corporations, Jacobs Engineering Consultants (USA) and GKN plc (UK). He is a member of the Human Resources, Nomination and Remuneration Committee, the Corporate Social Responsibility and Governance Committee and the Health, Safety and Environment Committee of the Company. He is the Chairman of Audit Committee, Shareholders’/Investors’ Grievance Committee and Remuneration Committee of Honda Siel Power Products Limited. He is a member of Audit Committee and Equity Issuance Committee of DLF Limited. He is also the Chairman of Corporate Governance Committee and Shareholders’/Investor Grievance Committee of DLF Limited.He holds 13,544 shares of the Company in his name as on March 31, 2015.Prof. Ashok Misra (DIN 00006051) is a B.Tech. in Chemical Engineering from IIT Kanpur, M.S. in Chemical Engineering from the Tufts University and a Ph.D. in Polymer Science & Engineering from the University of Massachusetts. He has also completed the ‘Executive Development Programme’ and ‘Strategies for Improving Directors’ Effectiveness Programme’ at the Kellogg School of Management, Northwestern University.He was the Director at the Indian Institute of Technology, Bombay from 2000 to 2008, where he made significant contribution taking the Institute to greater heights. During his tenure, the IIT Bombay was transformed into a leading Research & Development Institute, while at the same time maintaining its reputation as a leader in quality engineering education. Prior to this he was at IIT Delhi from 1977-2000 and at Monsanto Chemical Co. from 1974-1977. He is currently the Chairman-Emeritus- India, Intellectual Ventures. He is a Fellow of the National Academy of Sciences, India (President from 2006 to 2008); the Indian National Academy of Engineering, the Indian Institute of Chemical Engineers, the Indian Plastics Institute and the Maharashtra Academy of Sciences. He is the Founder President of the Polymer Processing Academy, the former President of the Society of Polymer Science, India and founder President of IIT Alumni Centre, Bengaluru.He is an Independent Director on the Board of Jubilant Life Sciences Limited. He is a member of Audit Committee, Sustainability and CSR Committee and Stakeholders Relationship Committee of Jubilant Life Sciences Limited. He is the Chairman of the Board of Governors of IIT Roorkee, member of Board of Governors, IIT, Delhi and a member of the Central Advisory Board of Education of MHRD.He is a member of the Stakeholders’ Relationship Committee of the Company and a Member of the Investment Committee for Aditya Birla Private Equity – Sunrise Fund. He was on the Board of National Thermal Power Corporation Limited for 6 years. He is/has been on the Boards or Councils of several national and international institutions. He has received several awards including the Distinguished Alumnus Awards from all his alma maters – IIT Kanpur, Tufts University and University of Massachusetts. He was awarded the Distinguished Service Award by IIT Delhi during its Golden Jubilee in 2011. He has co-authored a book on Polymers, was awarded 6 patents and has over 150 international publications. He is on the editorial board of several scientific journals.He holds 2,300 shares of the Company in his name as on March 31, 2015.Prof. Dipak C. Jain (DIN 00228513) has a M.S. in Mathematical Statistics from Guwahati University, India and a Ph.D. in Marketing from the University of Texas at Dellas, United States of America. Prof. Jain is a distinguished teacher and scholar. He had been Dean of the Kellogg School of Management, Northwestern University, Evanston, Illinois, United States of America from 2001 to 2009 and an Associate Dean from 1996 to 2001. Currently, he is a Chaired Professor of Marketing at INSEAD, a leading business school with three campuses at Fontainebleau (Paris), France, Singapore and Abu Dhabi. He has served as the Dean of INSEAD from 2011- 13. He is a Director of Sasin Graduate Institute of Business Administration of Chulalongkorn University, Bangkok (Thailand). He has more than 30 years of experience in management education. He has published several articles in international journals on marketing and allied subjects.His academic honors include the Sidney Levy Award for Excellence in Teaching in 1995; the John D.C. Little Best Paper Award in 1991; Kraft Research Professorships in 1989-90 and 1990-91; the Beatrice Research Professorship in 1987-88; the Outstanding Educator Award from the State of Assam in India in 1982; Gold Medal for the Best Post- Graduate of the Year from Guwahati University in India in 1978; Gold Medal for the Best Graduate of the Year from Darrang College in Assam in India in 1976; Gold Medal from Jaycees International in 1976; the Youth Merit Award from Rotary International in 1976; and the Jawaharlal Nehru Merit Award, the Government of India in 1976.He is a Director of John Deere & Company, United States of America, Global Logistic Properties, Singapore and Northern Trust Bank, United States of America. He is also a Director of Reliance Retail Ventures Limited, Reliance Jio Infocomm Limited and HT Global Education. He is a member of Audit Committee, Corporate Social Responsibility Committee and Nomination and Remuneration Committee of Reliance Retail Ventures Limited and also a member of Nomination and Remuneration Committee and Audit Committee of Reliance Jio Infocomm Limited.He does not hold any shares of the Company in his name as on March 31, 2015.Dr. Raghunath A. Mashelkar, (DIN 00074119) National Research Professor, is presently also the President of Global Research Alliance, a network of publicly funded R&D Institutes from Asia-Pacific, Europe and USA with over 60,000 scientists.Dr. Mashelkar served as the Director General of Council of Scientific and Industrial Research (CSIR), with thirtyeight laboratories and about 20,000 employees for over eleven years. He was also the President of Indian National Science Academy and President of Institution of Chemical Engineers (UK).Dr. Mashelkar is on the Board of Directors of several other reputed companies such as Tata Motors Limited, Thermax Limited, Piramal Enterprises Limited, KPIT Technologies Limited, TAL Manufacturing Solutions Limited and several other private limited companies. He is Chairman of the Safety, Health and Environment Committee as well as Corporate Social Responsibility Committee of Tata Motors Limited. He is a member of the Audit Committee and Nomination & Remuneration Committee of Tata Motors Limited and TAL Manufacturing Solutions Limited. He is also member of Audit Committee of Piramal Enterprises Limited.Dr. Mashelkar is a member of the Audit Committee, the Human Resources, Nomination and Remuneration Committee and the Corporate Social Responsibility and Governance Committee of the Company.Dr. Mashelkar is only the third Indian engineer to have been elected (1998) as Fellow of Royal Society (FRS), London in the twentieth century. He was elected Foreign Associate of National Academy of Science (USA) in 2005, Associate Foreign Member, American Academy of Arts & Sciences (2011); Foreign Fellow of US National Academy of Engineering (2003); Fellow of Royal Academy of Engineering, U.K. (1996), Foreign Fellow of Australian Technological Science and Engineering Academy (2008) and Fellow of World Academy of Art & Science, USA (2000).In August 1997, Business India named Dr. Mashelkar as being among the 50 path-breakers in the post- Independent India. In 1998, Dr. Mashelkar won the JRD Tata Corporate Leadership Award, the first scientist to win it. In June, 1999, Business India did a cover story on Dr. Mashelkar as “CEO OF CSIR Inc.”, a dream that he himself had articulated, when he took over as DG, CSIR in July 1995. On November 16, 2005, he received the Business Week (USA) award of ‘Stars of Asia’ at the hands of George Bush (Sr.), the former President of USA. He was the first Asian Scientist to receive it.Deeply connected with the innovation movement in India, Dr. Mashelkar is currently the Chairman of India’s National Innovation Foundation, Reliance Innovation Council, Thermax Innovation Council, KPIT Technology Innovation Council and Marico Innovation Foundation.Thirty three universities have honored him with honorary doctorates, which include Universities of London, Salford, Swinburne,Pretoria, Wisconsin and Delhi.In the post-liberalized India, Dr. Mashelkar has played a critical role in shaping India’s S&T policies. He was a member of the Scientific Advisory Council to the Prime Minister and also of the Scientific Advisory Committee to the Cabinet set up by successive governments. He has chaired twelve high powered committees set up to look into diverse issues of higher education, national auto fuel policy, overhauling the Indian drug regulatory system, dealing with the menace of spurious drugs, reforming Indian agriculture research system, etc. He has been a much sought after consultant for restructuring the publicly funded R&D institutions around the World; his contributions in South Africa, Indonesia and Croatia have been particularly notable.The President of India honoured Dr. Mashelkar with Padmashri (1991), with Padmabhushan (2000) and with Padma Vibhushan (2014), which are three of the highest civilian honours in recognition of his contribution to nation building.He does not hold any shares of the Company in his name as on March 31, 2015.Shri Adil Zainulbhai (DIN 06646490) is currently Chairman of Quality Council of India, He retired as Chairman of McKinsey, India after 34 years at McKinsey, the last 10 of which were in India. Prior to returning to India, he led the Washington office of McKinsey and founded the Minneapolis office.Shri Adil has worked directly with the CEOs and promoters of some of the major companies in India and globally – private companies, MNCs and PSUs.Shri Adil has been working with several parts of the government also and led efforts around urbanization, inclusive growth and energy.Shri Adil has co-edited the book, ‘Reimagining India’ which featured 60 authors including prominent businessmen, academicians, economists, authors and journalists. The book has been #1 in non-fiction in India on its release and #2 on Amazon’s International Business List in the US.Shri Adil grew up in Bombay and graduated in Mechanical Engineering from the Indian Institute of Technology. He also has an M.B.A. from Harvard Business School.Shri Adil is very active in community, social causes and education. He is a Board member of Saifee Hospital, Board of Trustees at Saifee Burhani Upliftment Trust (redeveloping Bhendi Bazaar in Mumbai), Wockhardt Foundation, Piramal Swasthya. He was President of Harvard Business School Alumni Association of India and is on the Global Advisory Board of the Booth School of Business at University of Chicago.Shri Adil is a Director of Harvard Business School Club of India, Network18 Media and Investments Limited, Reliance Jio Infocomm Limited, Cipla Limited, Reliance Retail Ventures Limited and Larsen and Toubro Limited. Shri Adil is a Board Member of McKinsey Investment Office, Washington. Shri Adil is Chairman of the Human Resources, Nomination and Remuneration Committee and Risk Management Committee and Member of the Audit Committee of the Company. He is Chairman of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee of Network18 Media and Investments Limited. He is also the Chairman of Audit Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee of Reliance Jio Infocomm Limited and Reliance Retail Ventures Limited. He is a member of Audit Committee of Cipla Limited.He does not hold any shares of the Company in his name as on March 31, 2015.Smt. Nita M. Ambani (DIN 03115198) is a Commerce Graduate from Mumbai University and a Diploma holder in Early Childhood Education.For over two decades, Smt. Nita M. Ambani has played a pivotal role in Reliance’s CSR initiatives and made a significant contribution to India’s social sector development. She is the Founder and Chairperson of Reliance Foundation, one of India’s foremost philanthropic institutions with a commitment to building an inclusive India. In accomplishing this vision, she has inspired and led the implementation of many path-breaking initiatives in education, health, rural transformation, urban renewal, environmental protection, disaster relief and rehabilitation, sports, arts, culture and heritage. Cumulatively, the Reliance Foundation has impacted the lives of over 4 million people in over 5,500 villages and various urban locations.Smt. Nita M. Ambani was at the forefront of the ecological development of Reliance’s Jamnagar refinery site by implementing a greening plan covering 3.2 million trees over 2000 acres, which led to the annual rainfall in this area nearly doubling. She also designed and developed a world-class township for 5500 families in Jamnagar, setting new standards in the provision of urban facilities and in the quality of life of people. Under her leadership, the Reliance Foundation BIJ (Bharat-India Jodo), which aims to bridge the gap between rural India and urban India by catalyzing sustainable growth in the rural areas, has reached out to about 48,500 households in over 470 villages, across 12 states.Smt. Nita M. Ambani exemplified her commitment to people’s welfare by leading the rescue and rehabilitation efforts in the 2001 Gujarat earthquake. In the aftermath of the natural calamities in Uttarakhand in 2013 and Jammu and Kashmir in 2014, she spearheaded the operation ‘Mission Rahat’. Reliance Foundation was one of the first organizations to deploy its team to some of the most inaccessible locations with a focus on providing prompt relief to the affected families and continues to impact their lives through long-term support by way of reconstruction of schools and homes.Smt. Nita M. Ambani provides leadership to 13 schools that educate over 15,000 students. She is the Founder & Chairperson of Dhirubhai Ambani International School (DAIS), which just in a span of 12 years has emerged as a centre of excellence. In 2014, Education World ranked DAIS as the No. 1 International School in India for the 2nd consecutive year and the Hindustan Times has ranked it as the No. 1 School in Mumbai for 3 years in a row in 2012, 2013 and 2014. The Dhirubhai Ambani Scholarship Programme has reached out to over 10,000 scholars across India, with about 20% of them being specially-abled, enabling them to pursue higher education opportunities. Under her leadership, Reliance Foundation is planning to establish a world-class multi-disciplinary university, with cutting-edge research facilities.Smt. Nita M. Ambani is the President of Sir H. N. Reliance Foundation Hospital and Research Centre, which was inaugurated by the Hon’ble Prime Minister of India Shri Narendra Modi in 2014. With state-of-the-art infrastructure facilities and technologies and a team of highly qualified and committed team of doctors, nurses and paramedical staff, the hospital aims to provide affordable international healthcare for all. Reliance Foundation’s Health for All initiative, which aims to provide affordable quality healthcare, has reached out to over 4 lakh people in Mumbai. She has recently joined the Board of MD Anderson Cancer Centre, USA, which is the world’s premier cancer centre with a mission to making cancer history. Smt. Nita M. Ambani is the first Indian and the second Asian to join the Board of MD Anderson. The Reliance Foundation Drishti launched by her in 2003 has completed over 14,000 corneal transplants across the country, and in 2012, it launched a registered international Braille newspaper in Hindi, which has now circulation across India and in 17 other countries.Smt. Nita M. Ambani is the inspiring architect of the Mumbai Indians. The Mumbai Indians’ and Reliance Foundation’s ‘Education For All’ initiative led by her has impacted the lives of over 70,000 underprivileged children. She has been spearheading various sports for development initiatives that support children’s holistic development and also provide them various life skills. The Reliance Foundation Jr. NBA program, launched in 2013 in association with the National Basketball Association, has reached out to 1 million children across 1,000 schools in India. She is the Founder & Chairperson of Football Sports Development Limited that launched the Indian Super League (ISL) in 2014. With the overwhelming response of fans and football enthusiasts, ISL has been a groundbreaking success in its very first season itself and has emerged as the fourth largest football league in the world in terms of stadium attendance. She leads a grassroots football programme to identify and develop talent from all over India and it has reached out to over 500,000 children in the very first year. Thus, she plays a catalytic role in multiple sports.Over the years, Smt. Nita M. Ambani has received many awards and honours. In 2013, Sri Chandrasekharendra Saraswathi Viswa Mahavidyalaya (SCSVMV University), Kanchipuram conferred on her the Honourary Doctoral Degree (D. Litt) in recognition of her multifarious contributions to the social sector. In 2015, the All India Management Association (AIMA) conferred on her the Entrepreneur of the Year award, for her visionary leadership in many path-breaking initiatives, positively impacting millions of lives.Smt. Nita M. Ambani is a Director of EIH Limited.She is a promoter and holds 33,98,146 shares of the company in her name as on march 31, 2015.© Copyright 2015 - Reliance Industries Ltd. All Rights Reserved.