Reliance Industries Limited

110 Annual Report 2013-14 Growth is Life...

Corporate Governance Report

“Between my past, the present and the future, there is in managing the enterprise and its resources effectively
one common factor: Relationship and Trust. This is the with the highest standards of ethics. It has thus become
foundation of our growth.” crucial to foster and sustain a culture that integrates all
components of good governance by carefully balancing the
- Founder Chairman Shri Dhirubhai H. Ambani
complex inter-relationship among the Board of Directors,
In accordance with Clause 49 of the Listing Agreement Audit Committee, Finance, Compliance and Assurance
with BSE Limited (BSE) and the National Stock Exchange of teams, Auditors and the senior management. At RIL, our
India Limited (NSE) and some of the best practices followed employee satisfaction is reflected in the stability of our
internationally on Corporate Governance, the report senior management, low attrition across various levels
containing the details of corporate governance systems and and substantially higher productivity. Above all, we feel
processes at Reliance Industries Limited is as follows: honoured to be integral to India’s social development.
Details of several such initiatives are available in the Report
At Reliance Industries Limited (RIL), Corporate Governance on Corporate Social Responsibility.
is all about maintaining a valuable relationship and trust
with all stakeholders. At RIL, we consider stakeholders At RIL, we believe that as we move closer towards our
as partners in our success, and we remain committed aspirations of being a global corporation, our corporate
to maximising stakeholder value, be it shareholders, governance standards must be globally benchmarked.
employees, suppliers, customers, investors, communities Therefore, we have institutionalised the right building
or policy makers. This approach to value creation emanates blocks for future growth. The building blocks will ensure
from our belief that sound governance system, based on that we achieve our ambition in a prudent and sustainable
relationship and trust, is integral to creating enduring manner. RIL not only adheres to the prescribed corporate
value for all. We have a defined policy framework for ethical governance practices as per Clause 49 of the Listing
conduct of businesses. We believe that any business conduct Agreement with the Stock Exchanges in India (Listing
can be ethical only when it rests on the nine core values of Agreement), but is also committed to sound corporate
Honesty, Integrity, Respect, Fairness, Purposefulness, Trust, governance principles and practices. It constantly strives to
Responsibility, Citizenship and Courage. adopt emerging best practices being followed worldwide. It
is our endeavour to achieve higher standards and provide
Statement on Company’s philosophy on Code oversight and guidance to the management in strategy
of Governance implementation, risk management and fulfilment of stated
Corporate governance encompasses a set of systems and goals and objectives.
practices to ensure that the Company’s affairs are being
managed in a manner which ensures accountability, Over the years, we have strengthened governance practices.
transparency and fairness in all transactions in the widest These practices define the way business is conducted and
sense. The objective is to meet stakeholders’ aspirations value is generated. Stakeholders’ interests are taken into
and societal expectations. Good governance practices account, before making any business decision. RIL has the
stem from the dynamic culture and positive mindset of distinction of consistently rewarding its shareholders over
the organisation. At RIL, we are committed to meet the 36 eventful years from its first IPO. Since then, RIL has moved
aspirations of all our stakeholders. This is demonstrated from one big idea to another and these milestones continue
in shareholder returns, high credit ratings, governance to fuel our relentless pursuit of ever-higher goals.
processes and an entrepreneurial performance focused
work environment. Additionally, our customers have We have grown by a Compounded Annual Growth Rate
benefited from high quality products delivered at extremely (CAGR) of Revenues 27.3%, EBITDA 27.1% and Net Profit
competitive prices. 28.1%. The financial markets have endorsed our sterling
performance and the market capitalisation has increased
The essence of Corporate Governance lies in promoting by CAGR of 33.2% during the same period. In terms of
and maintaining integrity, transparency and accountability distributing wealth to our shareholders, apart from having a
in the management’s higher echelons. The demands of track record of uninterrupted dividend payout, we have also
corporate governance require professionals to raise their delivered consistent unmatched shareholder returns since
competence and capability levels to meet the expectations listing. The result of our initiative is our ever widening reach
02-33 34-164 165-270 271-284
Company Overview Statutory Reports Financial Statements Shareholders’ Referencer 111

and recall. Our shareholder base has grown from 52,000 The Board critically evaluates the Company’s strategic
after the IPO to a consolidated present base of around direction, management policies and their effectiveness.
3 million. The agenda for the Board reviews include strategic review
from each of the Board committees, a detailed analysis
For decades, RIL is growing in step with India’s industrial and review of annual strategic and operating plans and
and economic development. The Company has helped capital allocation and budgets. Additionally, the Board
transform the Indian economy with big-ticket projects reviews related party transactions, possible risks and risk
and world-class execution. The quest to help elevate mitigation measures, financial reports from the CFO and
India’s quality of life continues unabated. It emanates from business reports from each of the sector heads. Frequent
a fundamental article of faith: ‘What is good for India is and detailed interaction sets the agenda and provides the
good for Reliance’. strategic roadmap for the Company’s future growth.

We believe, Corporate Governance is not just a destination, Ethics Policies

but a journey to constantly improve sustainable value
At RIL, we strive to conduct our business and strengthen
creation. It is an upward-moving target that we collectively
our relationships in a manner that is dignified, distinctive
strive towards achieving. Our multiple initiatives towards
and responsible. We adhere to ethical standards to ensure
maintaining the highest standards of governance are
integrity, transparency, independence and accountability in
detailed in the following pages.
dealing with all stakeholders. Therefore, we have adopted
various codes and policies to carry out our duties in an
Appropriate Governance Structure with defined
ethical manner. Some of these codes and policies are:
roles and responsibilities
zz Code for Board of Directors and Board Committees
The Company has put in place an internal governance
structure with defined roles and responsibilities of every zz Code of Business Conduct and Ethics for Directors /
constituent of the system. The Company’s shareholders Management Personnel
appoint the Board of Directors, which in turn governs zz Code of Conduct for Prohibition of Insider Trading
the Company. The Board has established six Committees
zz Code of Ethics and Business Policies
to discharge its responsibilities in an effective manner.
RIL’s Company Secretary acts as the Secretary to all six zz Policy document on Values and Commitments
Committees. The Chairman and Managing Director zz Manual on Corporate Governance
(CMD) provides overall direction and guidance to the
zz Health, Safety and Environment (HSE) Policy
Board. Concurrently, the CMD is responsible for overall
implementation. In the operations and functioning of the zz Code of Financial Reporting, Disclosure & Transparency
Company, the CMD is assisted by four Executive Directors zz Business Responsibility Policy Manual
and a core group of senior level executives.
Audits and internal checks and balances
Board Leadership M/s. Deloitte Haskins & Sells LLP, Chartered Accountants,
A majority of the Board, 8 out of 14, are Independent M/s. Chaturvedi & Shah, Chartered Accountants, one of
Directors. At RIL, it is our belief that an enlightened Board India’s leading audit firms and a member of the Nexia’s
consciously creates a culture of leadership to provide global network of independent accounting and consulting
a long-term vision and policy approach to improve the firms and M/s. Rajendra & Co., Chartered Accountants,
quality of governance. The Board’s actions and decisions are Member of PrimeGlobal, an association of Independent
aligned with the Company’s best interests. It is committed Accounting Firms, audit the accounts of the Company.
to the goal of sustainably elevating the Company’s value The Company has an Internal Audit Cell besides external
creation. The Company has defined guidelines and an firms acting as independent internal auditors, that reviews
established framework for the meetings of the Board and internal controls and operating systems and procedures. A
Board Committees. These guidelines seek to systematise dedicated Legal Compliance Cell ensures that the Company
the decision-making process at the meeting of the Board conducts its businesses with high standards of legal,
and Board Committees in an informed and efficient manner. statutory and regulatory compliances. RIL has instituted a
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Corporate Governance Report (Continued)

legal compliance programme in conformity with the best zz The Company has a designated Lead Independent
international standards, supported by a robust online Director with a defined role.
system that covers the Company’s manufacturing units as zz All securities related filings with Stock Exchanges and
well as its subsidiaries. The purview of this system includes SEBI are reviewed every quarter by the Company’s
various statutes, such as industrial and labour laws, taxation Stakeholders Relationship Committee (previously
laws, corporate and securities laws and health, safety and Shareholders’/ Investors’ Grievance Committee) of
environment regulations. Directors.
zz The Company has independent Board Committees
At the heart of our processes is the extensive use of
for matters related to corporate governance and
technology. This ensures robustness and integrity of
stakeholders’ interface and nomination of Board
financial reporting, internal controls, allows optimal use
members.
and protection of assets, facilitates accurate and timely
compilation of financial statements and management zz The Company’s internal audit is conducted by
reports and ensures compliance with statutory laws, independent auditors.
regulations and company policies. zz The Company also undergoes secretarial audit conducted
by an independent company secretary who is in whole-
Management Initiatives for Controls and time practice. Quarterly secretarial audit reports are
Compliance placed before the Board and the annual secretarial audit
A sub-set of Business transformation initiative undertaken report placed before the Board, is included in the Annual
by the management to support higher growth, Report.
institutionalisation of best processes and new structures for
Business and Functional Risk and Assurance
governance, is dedicated for risk management, controls and
Committees (BRACs)
compliances across the organisation.
To have a better assessment of the business and functional
RIL applies a common and systematic approach to risk risks and to monitor risk mitigation effectiveness based
management, controls and compliances in an integrated on risk evaluation, the concept of BRACs was introduced
manner. The Company is in the process of developing a comprising senior management personnel in the said
world-class integrated compliance framework to provide committee.
reasonable assurance to the Management and the Board of
Directors regarding design and effectiveness of its internal Proactive Review of Governance practices and
control framework. standards
RIL proactively reviews its governance practices and
The framework has been documented to provide a
standards inter alia considering best practices and
comprehensive view of:
regulatory developments. During the year under review,
zz the process the following significant developments took place on the
zz key control points governance front:
zz responsible organisations
zz Constitution of ‘Corporate Social Responsibility and
The above information forms a basis for the management to Governance Committee’: Considering the work being
develop and maintain a transparent and effective Internal done by the Company on social front, the Company’s
Control system. Board has constituted a ‘Corporate Social Responsibility
and Governance Committee’ (CSR&G Committee). CSR&G
Best Corporate Governance practices Committee is primarily responsible for formulating
RIL maintains the highest standards of corporate and monitoring the implementation of the framework
governance. It is the Company’s constant endeavour to of corporate social responsibility policy, other policies
adopt the best corporate governance practices keeping in under Business Responsibility Policy Manual and to look
view the international codes of Corporate Governance and into sustainability matters and matters related to overall
practices of well-known global companies. Some of the governance.
best implemented global governance norms include the
following:
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Company Overview Statutory Reports Financial Statements Shareholders’ Referencer 113

zz Human Resources, Nomination and Remuneration application level reports. From Financial Year 2006-07,
Committee: To rationalise all employees’ related issues, in addition to referring GRI G3 Sustainability Reporting
while adhering to the requirements of the Companies Guidelines, RIL refers to the American Petroleum Institute
Act, 2013 / Clause 49 of the Listing Agreement, / the International Petroleum Industry Environmental
Securities and Exchange Board of India (Employee Conservation Association Sustainability Reporting
Stock Option Scheme and Employee Stock Purchase Guidelines and the United Nations Global Compact
Scheme) Guidelines, 1999, as amended from time to Principles. RIL has also aligned its sustainability activities
time, the Board of the Company has constituted ’Human with the focus areas of the World Business Council for
Resources, Nomination and Remuneration Committee‘ Sustainable Development. From the Financial Year 2011-12,
(HRNR Committee). The terms of reference of the Reliance adopted the newly published GRI G3.1 guidelines
‘Remuneration Committee’ was conferred on the HRNR and is additionally referring to GRI G3.1 – Oil & Gas Sector
Committee; consequently, the Remuneration Committee Supplement. RIL has aligned its sustainability report with
was dissolved. the National Voluntary Guidelines on Social, Environmental
zz Audit Committee: The Audit Committee’s strength was and Economic Responsibilities of Business framed by the
increased to four members by nominating one more Government of India. In line with RIL’s endeavour to be the
Independent Director in the Committee. pioneers in sustainability reporting, RIL is also coming up
with its maiden report based on the latest G4 guidelines
zz Stakeholders Relationship Committee: The Board published by GRI.
has constituted Stakeholders Relationship Committee
in accordance with the provisions of the Companies Working towards People, Planet, Profit & Product
Act, 2013 and Clause 49 of the Listing Agreement. The
RIL works towards attaining a sustained financial bottom
terms of reference of Shareholders’ / Investors’ Grievance
line along with enhancing the natural human capital and
(SIG) Committee was conferred on the Stakeholders
product development. It is committed to reduce its negative
Relationship Committee and consequently, the SIG
impacts and enhance its positive impacts on the society as
Committee was dissolved.
well as the natural environment.
Corporate Social Responsibility (CSR)
In addition to making a positive economic contribution to
With the belief in the philosophy of responsible corporate the nation and society at large, it has focused its energies on
citizenship and sustainable growth, RIL considers social identifying specific impact areas. It endeavours to alleviate
institution building as one of its main purposes. Increasing the underprivileged and marginalized sections of the
its commitment, RIL built a comprehensive community society and has an active engagement with them to ensure
development programme to support initiatives in the field their holistic development.
of health, safety, education, infrastructure development,
environment, relief and assistance in the event of a RIL supports life cycle assessment studies being done by
natural disaster, livelihood support, promoting sports and Indian Centre for Plastics in the Environment (ICPE) and also
sportsmen and contributions to other social development works with the Bureau of Indian Standards for formulating
organisations through collaborations with several NGOs. standards and guidelines.
Besides this, RIL aims at developing techno-economically
viable and environment-friendly products and services for It has also imbibed the concept of resource conservation
the benefit of millions of its consumers while ensuring high into its operations. It strives to achieve highest levels of
safety and environment protection standards. efficiencies by implementing best available technologies.

RIL’s sustainability reporting journey Social, Environmental and Economic

Responsibilities
RIL commenced annual reporting on its triple-bottom-
line performance from the Financial Year 2004-05. All its RIL is committed to create value for the nation and
sustainability reports are externally assured and Global enhance the quality of life across the entire socio-economic
Reporting Initiative (GRI) application level checked. spectrum. RIL believes that Corporate Social Responsibility
The maiden report received ‘in-accordance’ status from extends beyond the ambit of business and should focus on
GRI and all subsequent reports are ‘GRI G3 Checked A+’ a broad portfolio of assets - human, physical, environmental
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Corporate Governance Report (Continued)

and social. RIL gives utmost importance to conservation between the management and regulatory authorities for
of the natural capital at its operations. RIL is committed to governance matters.
responsible stewardship of the natural resources to conduct
its operations in a sustainable manner. To strengthen its Observance of the Secretarial Standards issued by
commitment to responsible business, the Board of the the Institute of Company Secretaries of India
Company has adopted Business Responsibility Policy Manual The Institute of Company Secretaries of India (ICSI), one of
based on the principles of National Voluntary Guidelines India’s premier professional bodies, has issued Secretarial
on Social, Environmental and Economic Responsibilities of Standards on important aspects like Board meetings,
Business (NVG) as issued by the Ministry of Corporate Affairs, General meetings, Payment of Dividend, Maintenance of
Government of India. In sync with the same and Clause 55 Registers and Records, Minutes of Meetings, Transmission
of the Listing Agreement, a Business Responsibility Report of Shares and Debentures, Passing of Resolutions by
is attached forming part of the Annual Report. This Report Circulation, Affixing of Common Seal and Board’s Report.
is in addition to RIL’s Sustainability Reporting in accordance Although these standards, as of now, are recommendatory
with Global Reporting Initiative (GRI). in nature, the Company substantially adheres to these
standards voluntarily.
Shareholders communications
The Board recognises the importance of two-way Board of Directors
communication with shareholders and giving a balanced Board composition and category of Directors
report of results and progress and responding to questions
The Company’s policy is to maintain optimum combination
and issues raised in a timely and consistent manner. RIL’s
of Executive and Non-Executive Directors. The composition
corporate website (www.ril.com) has information for
of the Board and category of Directors are as follows:
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
Category Name of Directors
Transfer Agents spread over 82 cities across India, details of
Promoter Director Mukesh D. Ambani
which are available on the Company’s website. RIL ensures Chairman and
that complaints and suggestions of its shareholders are Managing Director
responded to in a timely manner. A comprehensive and Executive Directors Nikhil R. Meswani
informative shareholders’ referencer is appended to this Hital R. Meswani
annual report. P.M.S. Prasad
Pawan Kumar Kapil
Role of the Company Secretary in overall Non-Executive Non- Ramniklal H. Ambani
governance process Independent Director
The Company Secretary plays a key role in ensuring that
Independent Directors Mansingh L. Bhakta
the Board procedures are followed and regularly Yogendra P. Trivedi
reviewed. The Company Secretary ensures that all Dr. Dharam Vir Kapur
relevant information, details and documents are
Mahesh P. Modi
made available to the Directors and senior management
Prof. Ashok Misra
for effective decision-making at the meetings.
Prof. Dipak C. Jain
The Company Secretary is primarily responsible to
Dr. Raghunath A. Mashelkar
assist and advise the Board in the conduct of affairs
Adil Zainulbhai
of the Company, to ensure compliance with
applicable statutory requirements and Secretarial No Director is, inter se, related to any other Director on
Standards, to provide guidance to directors and to the Board, except Shri Nikhil R. Meswani and Shri Hital R.
facilitate convening of meetings. He interfaces Meswani, who are related to each other as brothers.
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Company Overview Statutory Reports Financial Statements Shareholders’ Referencer 115

Selection of Independent Directors Code of Business Conduct and Ethics for

Considering the requirement of skill sets on the Board, Directors/ Management Personnel
eminent people having an independent standing in The Code of Business Conduct and Ethics for Directors/
their respective field/profession, and who can effectively Management Personnel (‘the Code’), as adopted by the
contribute to the Company’s business and policy decisions Board, is a comprehensive Code applicable to Directors
are considered by the Human Resources, Nomination and and Management Personnel. The Code, while laying down
Remuneration Committee, for appointment, as Independent in detail, the standards of business conduct, ethics and
Directors on the Board. The Committee, inter alia, considers governance centres around the following theme:
qualification, positive attributes, area of expertise and
’The Company’s Board and Management Personnel are
number of Directorships and Memberships held in various
responsible for, and are committed to, setting the standards
committees of other companies by such persons. The Board
of conduct contained in this Code and for updating these
considers the Committee’s recommendation, and takes
standards, as appropriate, to ensure their continuing
appropriate decision. relevance, effectiveness and responsiveness to the needs of
Every Independent Director, at the first meeting of the local and international investors and other stakeholders as
Board in which he participates as a Director and thereafter also to reflect corporate, legal and regulatory developments.
at the first meeting of the Board in every financial year, gives This Code should be adhered to in letter and in spirit’.
a declaration that he meets the criteria of independence as
provided under law. A copy of the Code has been put on the Company’s website
(www.ril.com). The Code has been circulated to Directors
Lead Independent Director and Management Personnel, and its compliance is affirmed
The Company’s Board of Directors has designated by them annually.
Shri Mansingh L. Bhakta as the Lead Independent Director. A declaration signed by the Company’s Chairman and
The Lead Independent Director’s role is as follows: Managing Director is published in this Report.
zz To preside over all meetings of Independent Directors
Directors’ Profile
zz To ensure there is an adequate and timely flow of
A brief resume of Directors, nature of their expertise in
information to Independent Directors specific functional areas and company names in which
zz To liaise between the Chairman and Managing Director, they hold Directorships, Memberships/ Chairmanships of
the Management and the Independent Directors Board Committees, and shareholding in the Company are
provided in this Annual Report.
zz 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 Board Meetings, Board Committee Meetings
zz To perform such other duties as may be delegated to the
and Procedures
Lead Independent Director by the Board/ Independent Institutionalised decision-making process
Directors The Board of Directors is the apex body constituted
by shareholders for overseeing the Company’s overall
Meetings of Independent Directors functioning. The Board provides and evaluates the
The Company’s Independent Directors meet at least once Company’s strategic direction, management policies and
in every financial year without the presence of Executive their effectiveness, and ensures that shareholders’ long-
Directors or management personnel. Such meetings are term interests are being served.
conducted informally to enable Independent Directors to
discuss matters pertaining to the Company’s affairs and The Board has constituted six Board Committees, namely
put forth their views to the Lead Independent Director. Audit Committee, Human Resources, Nomination and
Remuneration Committee, Corporate Social Responsibility
The Lead Independent Director takes appropriate steps to
and Governance Committee, Finance Committee, Health,
present Independent Directors’ views to the Chairman and
Safety and Environment Committee and Stakeholders
Managing Director.
Relationship Committee. The Board is authorised to
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Corporate Governance Report (Continued)

constitute additional functional Committees, from time to zz Fatalor serious accidents, dangerous occurrences, and
time, depending on business needs. any material effluent or pollution problems
zz Any material default in financial obligations to and by
The Company’s internal guidelines for Board/Board
the Company, or substantial non-payment for goods
Committee meetings facilitate the decision making process
sold by the Company
at its meetings in an informed and efficient manner. The
following sub-sections deal with the practice of these zz Any issue, which involves possible public or product
guidelines at RIL. liability claims of substantial nature, including any
judgment or order, which may have passed strictures on
Scheduling and selection of agenda items for the conduct of the Company or taken an adverse view
Board meetings regarding another enterprise that can have negative
implications on the Company.
Minimum five pre-scheduled Board meetings are held
zz Details of any joint venture or collaboration agreement
annually. Additional Board meetings are convened by
giving appropriate notice to address the Company’s specific zz Transactions that involve substantial payment towards
needs. In case of business exigencies or urgency of matters, goodwill, brand equity or intellectual property
resolutions are passed by circulation. zz Significant labour problems and their proposed
solutions. Any significant development in Human
The meetings are usually held at the Company’s office at Resources/Industrial Relations front like implementation
Maker Chambers IV, 222 Nariman Point, Mumbai 400 021. of Voluntary Retirement Scheme, etc.
The Company’s various business heads / service heads zz Sale of material nature of investments, subsidiaries,
are advised to schedule their work plans well in advance, assets, which is not in normal course of business.
particularly with regard to matters requiring discussion/ zz Quarterly details of foreign exchange exposures, and
approval/decision at Board/Board Committee meetings. steps taken by management to limit risks of adverse
Such matters are communicated by them to the Company exchange rate movement, if material
Secretary in advance so that they are included in the agenda
for Board/Board Committee meetings. zz Non-compliance of any regulatory, statutory or listing
requirements, and shareholders’ service, such as dividend
The Board is given presentations covering Finance, Sales, non-payment, share transfer delay (if any), among others
Marketing, the Company’s major business segments and
zz Appointment, remuneration and resignation of Directors
their operations, overview of business operations of major
subsidiary companies, global business environment, the zz Formation/reconstitution of Board Committees
Company’s business areas, including business opportunities zz Terms of reference of Board Committees
and strategy and risk management practices before taking
zz Minutes of Board meetings of unlisted subsidiary
on record the Company’s quarterly/annual financial results.
companies
The items / matters required to be placed before the Board, zz Declaration
of Independent Directors at the time of
inter alia, include: appointment/annually
zz Annual operating plans of businesses and budgets zz Disclosure of Directors’ interest and their shareholding
including capital budgets and any updates
zz Appointment or removal of the Key Managerial Personnel
zz Quarterly results of the Company and its operating (KMP) and officers one level below KMP.
divisions or business segments
zz Appointment of Internal Auditors and Secretarial
zz Company’s annual Financial Results, Financial
Auditors.
Statements, Auditors’ Report and Board’s Report
zz Quarterly / Annual Secretarial Audit reports submitted
zz Minutesof meetings of the Audit Committee and other
Committees of the Board. by Secretarial Auditors

zz Show cause, demand, prosecution notices and penalty zz Dividend declaration

notices, which are materially important zz Quarterlysummary of all long-term borrowings made,
bank guarantees issued and loans and investments made
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Company Overview Statutory Reports Financial Statements Shareholders’ Referencer 117

zz Significant changes in accounting policies and internal Recording minutes of proceedings at Board and
controls Committee meetings
zz Takeover of a company or acquisition of a controlling or The Company Secretary records minutes of proceedings
substantial stake in another company of each Board and Committee meeting. Draft minutes are
zz Statement of significant transactions, related party circulated to Board/ Board Committee members for their
transactions and arrangements entered by unlisted comments. The minutes are entered in the Minutes Book
subsidiary companies within 30 days from the conclusion of the meeting.

zz Issue of securities including debentures Post meeting follow-up mechanism

zz Appointment of and fixing of remuneration of the The guidelines for Board and Board Committee meetings
Auditors as recommended by the Audit Committee facilitate an effective post meeting follow-up, review and
zz Internal Audit findings and External Audit Reports reporting process for decisions taken by the Board and Board
(through the Audit Committee) Committees thereof. Important decisions taken at Board/
Board Committee meetings are communicated promptly to
zz Proposals for major investments, mergers, the concerned departments/divisions. Action-taken report
amalgamations and reconstructions
on decisions/minutes of the previous meeting(s) is placed
zz Status of business risk exposures, its management and at the succeeding meeting of the Board/Board Committee
related action plans for noting.
zz Making of loans and investment of surplus funds
Compliance
zz Borrowing of monies, giving guarantees or providing
security in respect of loans The Company Secretary, while preparing the agenda,
notes on agenda, minutes of the meeting(s), is responsible
zz Buyback of securities by the Company
for and is required to ensure adherence to all applicable
zz Diversify the business of the Company laws and regulations, including the Companies Act, 1956/
zz Brief on statutory developments, changes in government Companies Act, 2013 read with rules issued thereunder, as
policies, among others with impact thereof, Directors’ applicable and the Secretarial Standards recommended by
responsibilities arising out of any such developments the Institute of Company Secretaries of India.
zz Compliance Certificate certifying compliance with all
laws as applicable to the Company
Number of Board meetings held with dates
Six Board meetings were held during the year, as against the
zz Reconciliation of Share Capital Audit Report under SEBI
minimum requirement of four meetings.
(Depositories and Participants) Regulations, 1996
zz Brief on information disseminated to the press The details of Board meetings are given below:

The Chairman of the Board and Company Secretary, in

consultation with other concerned members of the senior
management, finalise the agenda for Board meetings.
Date Board Strength No. of Directors
Board material distributed in advance Present

The agenda and notes on agenda are circulated to Directors April 16, 2013 13 13
in advance, and in the defined agenda format. All material July 19, 2013 13 12
information is incorporated in the agenda for facilitating
October 14, 2013 13 12
meaningful and focused discussions at the meeting. Where
it is not practicable to attach any document to the agenda, December 20, 2013 14 13
it is tabled before the meeting with specific reference January 17, 2014 14 13
to this effect in the agenda. In special and exceptional
circumstances, additional or supplementary item(s) on the March 3, 2014 14 14
agenda are permitted.
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Corporate Governance Report (Continued)

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:

Name of the Director Attendance at meetings No. of Other No. of Membership(s) /

during 2013-14 Directorship(s)1 Chairmanship(s) of Board
Board Meetings Last AGM Committees in other Companies2
Mukesh D. Ambani 6 Yes 2 Nil

Nikhil R. Meswani 6 Yes 1 1 (as Chairman)

Hital R. Meswani 6 Yes 2 2 (including 1 as Chairman)

P.M.S. Prasad 6 Yes 1 1

Pawan Kumar Kapil 5 Yes Nil Nil

Ramniklal H. Ambani 5 Yes 2 1 (as Chairman)

Mansingh L. Bhakta 5 Yes 1 1

Yogendra P. Trivedi 6 Yes 5 2

Dr. Dharam Vir Kapur 6 Yes 2 4 (including 3 as Chairman)

Mahesh P. Modi 5 Yes Nil Nil

Prof. Ashok Misra 6 Yes 2 1

Prof. Dipak C. Jain 6 Yes 1 1

Dr. Raghunath A. Mashelkar 6 Yes 4 2

Adil Zainulbhai* 3 N.A. Nil Nil

The Directorships, held by Directors as mentioned above, do not include Alternate Directorships and Directorships in foreign companies, companies registered under
1

Section 25 of the Companies Act, 1956 and private limited companies.

In accordance with Clause 49 of the Listing Agreement, Memberships/Chairmanships of only Audit Committees and Shareholders’/Investors’ Grievance Committees in
2

all public limited companies (excluding Reliance Industries Limited) have been considered.

*Appointed as Director, w.e.f. December 20, 2013. 3 meetings were held during his tenure.

Video/tele-conferencing facilities are used to facilitate Directors travelling abroad, or present at other locations, to participate
in the meetings.
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Company Overview Statutory Reports Financial Statements Shareholders’ Referencer 119

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

Composition of Board Committees

Audit Committee Human Resources, Nomination and

Remuneration Committee*
1. Yogendra P. Trivedi
Independent Director 1. Adil Zainulbhai
(Chairman of the Committee) Independent Director
(Chairman of the Committee)
2. Mahesh P. Modi
Independent Director 2. Yogendra P. Trivedi
Independent Director
3. Dr. Raghunath A. Mashelkar
Independent Director 3. Dr. Dharam Vir Kapur
Independent Director
4. Adil Zainulbhai1
Independent Director 4. Dr. Raghunath A. Mashelkar
Independent Director

Corporate Social Responsibility and Stakeholders Relationship

Governance Committee** Committee***
1. Yogendra P. Trivedi 1. Yogendra P. Trivedi
Independent Director Independent Director
(Chairman of the Committee) (Chairman of the Committee)

2. Nikhil R. Meswani 2. Nikhil R. Meswani

Executive Director Executive Director

3. Dr. Dharam Vir Kapur 3. Hital R. Meswani

Independent Director Executive Director

4. Dr. Raghunath A. Mashelkar 4. Prof. Ashok Misra

Independent Director Independent Director

Health, Safety and Environment Finance Committee

Committee
1. Mukesh D. Ambani
1. Hital R. Meswani Chairman and Managing Director
Executive Director (Chairman of the Committee)
(Chairman of the Committee)
2. Nikhil R. Meswani
2. Dr. Dharam Vir Kapur Executive Director
Independent Director
3. Hital R. Meswani
3. P.M.S. Prasad Executive Director
Executive Director
4. Pawan Kumar Kapil
Executive Director

* Constituted on December 20, 2013. The terms of reference of the ‘Remuneration Committee’ and ‘Employee Stock Compensation Committee’ (ESC Committee) was
conferred on ‘Human Resources, Nomination and Remuneration Committee’ (HRNR Committee); consequently, the ‘Remuneration Committee’ and the ‘ESC Committee’
were dissolved.
**Constituted on January 17, 2014; the terms of reference of ‘Corporate Governance and Stakeholders’ Interface Committee’ (CGSI Committee) was conferred on the
Corporate Social Responsibility and Governance Committee; consequently, the ‘CGSI Committee’ was dissolved.
***Constituted on April 18, 2014. The terms of reference of the ‘Shareholders’ / Investors’ Grievance Committee’ (SIG Committee) was conferred on ‘Stakeholders
Relationship Committee’; consequently, the ‘SIG Committee’ was dissolved.
1
Appointed as a member, w.e.f. December 20, 2013

Shri K. Sethuraman, Group Company Secretary and Chief Compliance Officer, is the Secretary of all Board Committees.
 Reliance Industries Limited
120 Annual Report 2013-14 Growth is Life...

Corporate Governance Report (Continued)

Meetings of Board Committees held during the year and Directors’ attendance:

Board Committee Audit Shareholders’/ Remuneration Human Corporate Employees Health, Finance
Committee Investors’ Committee2 Resources Governance Stock Safety and Committee
Grievance Nomination and and Compensation Environment
Committee1 Remuneration Stakeholders’ Committee5 Committee
Committee3 Interface
Committee4

Meetings held 4 4 1 1 3 1 4 7

Directors’ Attendance

Mukesh D. Ambani NA NA NA NA NA 1 NA 7

Nikhil R. Meswani NA 4 NA NA NA NA NA 7

Hital R. Meswani NA 3 NA NA NA NA 3 7

P.M.S. Prasad NA NA NA NA NA NA 3 NA

Pawan Kumar Kapil NA NA NA NA NA NA 3 NA

Mansingh L. Bhakta NA NA NA NA NA NA NA NA

Yogendra P. Trivedi 4 4 1 1 3 1 NA NA

Dr. Dharam Vir Kapur NA NA 1 1 3 NA 4 NA

Mahesh P. Modi 4 NA NA NA 3 1 NA NA

Prof. Ashok Misra NA 4 NA NA NA NA NA NA

Prof. Dipak C. Jain NA NA NA NA NA 1 NA NA

Dr. Raghunath A.
3 NA 1 1 NA NA NA NA
Mashelkar

Adil Zainulbhai 1* NA NA 1 NA NA NA NA

NA – Not a member of the Committee

*Appointed as a member, w.e.f. December 20, 2013. One meeting was held during his tenure.
1
The terms of reference of this Committee was conferred on the ‘Stakeholders Relationship Committee’ constituted by the Board on April 18, 2014; consequently, the
‘Shareholders’ / Investors’ Grievance Committee’ was dissolved w.e.f. April 18, 2014.
2
The terms of reference of this Committee was conferred on the ‘Human Resources, Nomination and Remuneration Committee’; consequently, this Committee was
dissolved w.e.f. December 20, 2013.
3
This Committee was constituted on December 20, 2013.
4
The terms of reference of this Committee was conferred on the ‘Corporate Social Responsibility and Governance Committee’; consequently, this committee was
dissolved, w.e.f. January 17, 2014.
5
The terms of reference of this Committee was conferred on the ‘Human Resources, Nomination and Remuneration Committee’; consequently, this Committee was
dissolved, w.e.f. December 20, 2013.

No meeting of the Corporate Social Responsibility and Governance Committee was held during FY 2013-14 after its constitution on January 17, 2014.
02-33 34-164 165-270 271-284
Company Overview Statutory Reports Financial Statements Shareholders’ Referencer 121

Procedure at Committee Meetings zz Reviewing with the management, annual financial

The Company’s guidelines relating to Board meetings are statements and auditors report thereon before
applicable to Committee meetings as far as practicable. submission to the Board for approval, with particular
Each Committee has the authority to engage outside reference to:
experts, advisors and counsels to the extent it considers zz Matters required to be included in the Directors’
appropriate to assist in its function. Minutes of proceedings Responsibility Statement to be included in the
of Committee meetings are circulated to the Directors and Directors’ Report in terms of sub-section (2AA) of
placed before Board meetings for noting. Section 217 of the Companies Act, 1956.
zz Changes, if any, in accounting policies and
Terms of Reference and other details of practices and reasons for the same
Board Committees zz Major accounting entries involving estimates
Audit Committee based on the exercise of judgment by the
management
Composition of the Committee
zz Significant adjustments made in financial
statements arising out of audit findings
zz Compliance with listing and other legal
Yogendra P. Trivedi requirements relating to financial statements
Independent Director
(Chairman of the Committee)
zz Disclosure of related party transactions
Mahesh P. Modi Independent Director
zz Qualifications in draft audit report
Dr. Raghunath A. Mashelkar Independent Director
Adil Zainulbhai Independent Director zz Reviewing with the management, the quarterly financial
statements before submission to the Board for approval.
The Committee’s composition meets with requirements of
zz Reviewing with the management, the statement of uses /
Section 177 of the Companies Act, 2013 and Clause 49 of
application of funds raised through an issue (public
the Listing Agreement. Members of the Audit Committee
issue, rights issue, preferential issue, etc.), the statement
possess financial / accounting expertise / exposure.
of funds utilised for purposes other than those stated in
Powers of the Audit Committee the offer document/prospectus/notice, and the report
zz To investigate any activity within its terms of reference submitted by the monitoring agency monitoring the
utilisation of proceeds of a public or rights issue, and
zz To seek information from any employee
making appropriate recommendations to the Board to
zz To obtain outside legal or other professional advice take up steps in this matter
zz To secure attendance of outsiders with relevant expertise, zz Reviewing and monitoring the auditors independence
if it considers necessary and performance and effectiveness of audit process
Role of the Audit Committee inter alia, includes the zz Approval or any subsequent modification of transactions

following: of the Company with related parties

zz Oversight of the Company’s financial reporting process zz Scrutiny of inter-corporate loans and investments
and the disclosure of its financial information to ensure zz Valuation of undertakings or assets of the Company,
that the financial statement is correct, sufficient and wherever it is necessary
credible
zz Evaluation
of internal financial controls and risk
zz Recommending to the Board, the appointment, management systems
reappointment and, if required, the replacement or
zz Reviewing with the management, the performance of
removal of statutory auditors, including cost auditors,
statutory auditors, including cost auditors and internal
and fixation of audit fees and other terms of appointment
auditors, adequacy of internal control systems
zz Approving payment to statutory auditors, including cost
zz Reviewing the adequacy of internal audit function,
auditors for any other services rendered by them
if any, including the structure of the internal audit
department, staffing and seniority of the official heading
 Reliance Industries Limited
122 Annual Report 2013-14 Growth is Life...

Corporate Governance Report (Continued)

the department, reporting structure, coverage and observations of the auditors and review of financial
frequency of internal audit statement before their submission to the Board and to
zz Discussion with internal auditors, any significant findings
discuss any related issue with the internal and statutory
and follow-up thereon auditors and the management of the Company

zz Reviewing the findings of any internal investigations General

by the internal auditors into matters where there is Executives of Accounts Department, Finance Department,
suspected fraud or irregularity or a failure of internal Corporate Secretarial Department and Internal Audit Cell
control systems of a material nature, and reporting the and representatives of statutory and internal auditors
matter to the Board attend Audit Committee Meetings. The cost auditors attend
zz Discussion with statutory auditors, before the audit the Audit Committee Meeting where cost audit reports are
commences, about the nature and scope of audit as well discussed. The due date for filing the cost audit reports in
as post audit discussion to ascertain any area of concern XBRL mode for the financial year ended March 31, 2013 was
September 27, 2013 and the cost audit reports were filed by
zz To look into the reasons for substantial defaults, if
the Lead Cost Auditor on September 21, 2013. The due date
any, in the payment to depositors, debenture holders,
for filing the cost audit reports for the financial year ended
shareholders (in case of non-payment of declared March 31, 2014 is September 27, 2014.
dividends) and creditors
The Chairman of the Audit Committee was present at the
zz To review the functioning of the Whistle Blower
last Annual General Meeting held on June 6, 2013.
mechanism
zz Approval of appointment of the CFO (i.e. the whole- Meeting Details
time Finance Director or any other person heading the Four meetings of the Audit Committee were held during the
finance function or discharging that function) after year. The details of meetings and attendance are given on
assessing qualifications, experience and background of page no. 120.
the candidate
Human Resources, Nomination and Remuneration
zz Carrying out such other functions as may be specifically
Committee
referred to the Committee by the Company’s Board of
Directors and/or other Committees of Directors. Composition of the Committee
zz Reviewing financial statements, in particular the
investments made by the Company’s unlisted
subsidiaries.
Adil Zainulbhai
Independent Director
zz Reviewing the following information: (Chairman of the Committee)
zz The Management Discussion and Analysis of Yogendra P. Trivedi Independent Director
financial condition and results of operations; Dr. Dharam Vir Kapur Independent Director
zz Statement of significant related party transactions Dr. Raghunath A. Mashelkar Independent Director
(as defined by the Audit Committee), submitted by
The Committee’s constitution and terms of reference are
management;
in compliance with provisions of the Companies Act, 2013,
zz Management letters/letters of internal control Clause 49 of the Listing Agreement and Securities and
weaknesses issued by the statutory auditors; Exchange Board of India (Employee Stock Option Scheme
zz Internal audit reports relating to internal control and Employee Stock Purchase Scheme) Guidelines, 1999, as
weaknesses; and amended from time to time.

zz The appointment, removal and terms of Terms of Reference of the Committee, inter alia, includes
remuneration of internal auditors / chief internal the following:
auditor
zz To identify persons who are qualified to become
zz To call for comments of the auditors about internal Directors and who may be appointed in senior
control systems, the scope of audit, including the
02-33 34-164 165-270 271-284
Company Overview Statutory Reports Financial Statements Shareholders’ Referencer 123

management in accordance with the criteria laid down zz Toperform such other functions as may be necessary or
and to recommend to the Board their appointment and/ appropriate for the performance of its duties
or removal.
Meeting Details
zz To carry out evaluation of every Director’s performance
One meeting of the Human Resources, Nomination and
zz Toformulate the criteria for determining qualifications,
Remuneration Committee was held during the year. The
positive attributes and independence of a Director,
details of meeting and attendance are given on page no.
and recommend to the Board a policy, relating to
120.
the remuneration for the Directors, key managerial
personnel and other employees The details relating to remuneration of Directors, as required
zz Toformulate the criteria for evaluation of Independent under the Clause 49 of the Listing Agreement, have been
Directors and the Board given under a separate section, viz. ‘Directors’ Remuneration’
zz To devise a policy on Board diversity in this report.
zz Torecommend/review remuneration of the Managing
Stakeholders Relationship Committee
Director(s) and Whole-time Director(s) based on their
performance and defined assessment criteria Composition of the Committee

zz To administer, monitor and formulate detailed terms

and conditions of the Employees’ Stock Option Scheme
including:
Yogendra P. Trivedi
zz the quantum of options to be granted under Independent Director
(Chairman of the Committee)
Employees’ Stock Option Scheme per employee
and in aggregate; Nikhil R. Meswani Executive Director
zz the conditions under which option vested in Hital R. Meswani Executive Director
employees may lapse in case of termination of Prof. Ashok Misra Independent Director
employment for misconduct;
zz the exercise period within which the employee The ‘Stakeholders Relationship Committee’ (SR Committee)
should exercise the option, and that the option was constituted by the Board on April 18, 2014 consequent
would lapse on failure to exercise the option to the dissolution of the ‘Shareholders’/Investors’ Grievance
within the exercise period; Committee’ (SIG Committee). The SR Committee is
primarily responsible to review all matters connected
zz the specified time period within which the
with the Company’s transfer of securities and redressal of
employee shall exercise the vested options in
shareholders’ / investors’ / security holders’ complaints.
the event of termination or resignation of an
The Committee also monitors the implementation and
employee;
compliance with the Company’s Code of Conduct for
zz the right of an employee to exercise all options prohibition of Insider Trading.
vested in him at one time or various points of time
within the exercise period; The SR Committee’s composition and the terms of reference
meet with the requirements of Clause 49 of the Listing
zz the procedure for making a fair and reasonable
Agreement and provisions of the Companies Act, 2013.
adjustment to the number of options and to the
exercise price in case of corporate actions, such as
Terms of Reference of the Committee, inter alia, includes
rights issues, bonus issues, merger, sale of division
the following:
and others;
zz Oversee and review all matters connected with the
zz the granting, vesting and exercising of options in
transfer of the Company’s securities
case of employees who are on long leave; and the
procedure for cashless exercise of options zz Approve issue of the Company’s duplicate share /
debenture certificates
zz Tocarry out any other function as is mandated by the
Board from time to time and / or enforced by any zz Monitor redressal of investors’ / shareholders’ / security
statutory notification, amendment or modification, as holders’ grievances
may be applicable
 Reliance Industries Limited
124 Annual Report 2013-14 Growth is Life...

Corporate Governance Report (Continued)

zz Oversee the performance of the Company’s Registrars The Corporate Social Responsibility and Governance
and Transfer Agents (CSR&G) Committee was constituted by the Board on January
zz Recommend methods to upgrade the standard of 17, 2014 considering requirements of the Companies Act,
services to investors 2013 relating to the constitution of a Corporate Social
zz Monitor implementation of the Company’s Code of Responsibility Committee. The Board also empowered the
Conduct for Prohibition of Insider Trading Committee to look into matters related to sustainability and
zz Carry out any other function as is referred by the overall governance. The Committee’s prime responsibility is
Board from time to time or enforced by any statutory to assist the Board in discharging its social responsibilities
notification / amendment or modification as may by way of formulating and monitoring implementation of
be applicable the framework of ‘corporate social responsibility policy’,
observe practices of Corporate Governance at all levels, and
Meeting Details
to suggest remedial measures wherever necessary.
Four meetings of the ‘SIG Committee’ were held during the
year. The details of meetings and attendance are given on The terms of reference of the Corporate Governance and
page no. 120. Stakeholders’ Interface Committee (CGSI Committee) was
conferred on this Committee, and consequently, the CGSI
Compliance Officer
Committee was dissolved, w.e.f. January 17, 2014.
Shri K. Sethuraman, Group Company Secretary and
Chief Compliance Officer, is the Compliance Officer for The Committee’s constitution and terms of reference meet
complying with requirements of Securities Laws and Listing with the requirements of the Companies Act, 2013.
Agreements with Stock Exchanges.
Terms of Reference of the Committee, inter alia, includes
Investor Grievance Redressal
the following:
The number of complaints received and resolved to the
zz To formulate and recommend to the Board, a Corporate
satisfaction of investors during the year under review and
Social Responsibility (CSR) Policy indicating activities
their break-up are as under:
to be undertaken by the Company in compliance with
provisions of the Companies Act, 2013 and rules made
there under
Type of Complaints Number of zz To recommend the amount of expenditure to be incurred

Complaints on the CSR activities

Non-Receipt of Annual Reports 266 zz Tomonitor the implementation of the framework of the
Non-Receipt of Dividend Warrants 2585 CSR Policy
Non-Receipt of Interest/ Redemption Warrants 164
zz To approve the Corporate Sustainability Report and
Non-Receipt of Certificates 307 oversee the implementation of sustainability activities
TOTAL 3322
zz To oversee the implementation of polices contained in
As on March 31, 2014, one complaint was outstanding.
the Business Responsibility Policy Manual, to make any
Corporate Social Responsibility and Governance changes / modifications, as may be required, from time
Committee to time and to review and recommend the Business
Responsibility Report (BRR) to the Board for its approval
Composition of the Committee
zz Toobserve corporate governance practices at all levels
and to suggest remedial measures wherever necessary
zz To ensure compliance with corporate governance
Yogendra P. Trivedi norms prescribed under Listing Agreements with Stock
Independent Director
(Chairman of the Committee) Exchanges, the Companies Act and other statutes or any
Nikhil R. Meswani Executive Director modification or re-enactment thereof
Dr. Dharam Vir Kapur Independent Director
zz To advise the Board periodically with respect to
Dr. Raghunath A. Mashelkar Independent Director
significant developments in the law and practice of
02-33 34-164 165-270 271-284
Company Overview Statutory Reports Financial Statements Shareholders’ Referencer 125

corporate governance, and to make recommendations of environmental, health and safety norms are maintained,
to the Board for appropriate revisions to the Company's and the Company’s operations are in compliance with
Corporate Governance Guidelines applicable pollution and environmental laws across all
locations. The Committee fulfils its responsibilities by
zz To monitor the Company’s compliance with Corporate
reviewing the management of health, safety, environmental
Governance Guidelines and applicable laws and
and social impacts of the Company’s various projects and
regulations, and make recommendations to the Board
operations.
on all such matters and on any corrective action to be
taken, as the Committee may deem appropriate
Terms of Reference of the Committee, inter alia, includes
zz To review and assess the adequacy of the Company’s the following:
Corporate Governance Manual, Code of Business zz Monitoring and ensuring the highest standards of
Conduct & Ethics for Directors and Management environmental, health and safety norms
Personnel, Code of Ethics and other internal policies and
guidelines, and monitor that principles described therein zz Ensuring compliance with applicable pollution and
are being incorporated into the Company’s culture and environmental laws at the Company’s works / factories
business practices / locations by putting in place effective systems in this
regard and reviewing the same periodically
zz Toformulate / approve codes and / or policies for better
governance zz Reviewing,as the Committee deems appropriate, the
Company’s health, safety and environment related policy
zz Toprovide correct inputs to the media so as to preserve
and making recommendations as necessary
and protect the Company’s image and standing
zz Reviewing the Company’s performance on health,
zz To disseminate factually correct information to investors,
safety and environment related matters and suggesting
institutions and the public at large
improvements as the Committee may deem necessary
zz To establish oversight on important corporate
zz Reviewing procedures and controls being followed at
communication on behalf of the Company with the
the Company’s various manufacturing facilities and
assistance of consultants / advisors, if necessary
plants for compliance with relevant statutory provisions
zz To ensure institution of standardised channels of internal
zz Reviewing regularly and making recommendations
communications across the Company to facilitate a high
about changes to the charter of the Committee
level of disciplined participation
zz Obtainingor performing an annual evaluation of the
zz To carry out any other function as is mandated by
Committee’s performance and making appropriate
the Board from time to time and/or enforced by any
recommendations
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 Health, Safety and Environment
Health, Safety and Environment Committee
Committee were held during the year. The details of the
Composition of the Committee meetings and attendance are given on page no. 120.

Finance Committee
Hital R. Meswani Composition of the Committee
Executive Director
(Chairman of the Committee)
Dr. Dharam Vir Kapur Independent Director
P.M.S. Prasad Executive Director
Mukesh D. Ambani Chairman and
Pawan Kumar Kapil Executive Director (Chairman of the Committee) Managing Director
The Health, Safety and Environment Committee is primarily Nikhil R. Meswani Executive Director
responsible to monitor and ensure the highest standards Hital R. Meswani Executive Director
 Reliance Industries Limited
126 Annual Report 2013-14 Growth is Life...

Corporate Governance Report (Continued)

Terms of Reference of the Committee, inter alia, includes zz Provide corporate guarantee/performance guarantee by
the following: the Company within the limits approved by the Board

zz Review the Company’s financial policies, risk assessment zz Approve opening and operation of Investment
and minimisation procedures, strategies and capital Management Accounts with foreign banks and appoint
structure, working capital and cash flow management, them as agents, establishment of representative/sales
and make such reports and recommendations to the offices in or outside India.
Board with respect thereto, as it may deem advisable zz Carry out any other function as is mandated by the Board

zz Review banking arrangements and cash management from time to time and/or enforced by any statutory
notification, amendment or modification as may be
zz Exercise all powers to borrow money (otherwise than
applicable
by issue of debentures) within limits approved by the
Board, and take necessary actions connected therewith, zz Other transactions or financial issues that the Board may
including refinancing for optimisation of borrowing desire to have them reviewed by the Finance Committee
costs zz Delegate authorities from time to time to the executives/

zz Give guarantees/issue letters of comfort/providing authorised persons to implement the Committee’s

securities within the limits approved by the Board decisions

zz Borrow money by way of loan and/or issue and allot zz Review regularly and make recommendations about
bonds/notes denominated in one or more foreign changes to the charter of the Committee
currencies in international markets for the purpose
Meeting Details
of refinancing the existing debt, capital expenditure,
general corporate purposes, including working capital Seven meetings of the Finance Committee were held during
requirements and possible strategic investments within the year. The details of meetings and attendance are given
limits approved by the Board on page no. 120.

Directors’ Remuneration
Remuneration policy
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 paid to the Chairman and Managing Director and Whole-time Directors during 2013-14:
` in crore

Performance Stock
Name of the Perquisites and Retiral Commission
Salary Linked Total options
Director allowances benefits payable
Incentive* granted
Mukesh D. Ambani 4.16 0.60 0.82 9.42 - 15.00 Nil
Nikhil R. Meswani 1.15 1.45 0.32 9.20 - 12.12 Nil
Hital R. Meswani 1.15 1.45 0.31 9.20 - 12.11 Nil
P.M.S. Prasad 0.86 1.35 0.15 - 3.67 6.03 Nil
Pawan Kumar Kapil 0.50 0.75 0.19 - 1.05 2.49 Nil
* Performance Linked Incentive for the FY 2012-13 was paid during financial year 2013-14.

The Chairman and Managing Director’s compensation has been set at ` 15 crore as against ` 38.86 crore as per shareholders’
approval, 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.
02-33 34-164 165-270 271-284
Company Overview Statutory Reports Financial Statements Shareholders’ Referencer 127

The tenure of office of the Managing Director and Whole- Prof. Dipak C. Jain, the Company’s Independent Director has
time Directors is for five years from their respective dates been appointed as a Director on the Board of Reliance Retail
of appointments, and can be terminated by either party by Ventures Limited, a subsidiary.
giving three months notice in writing. There is no separate
provision for payment of severance fees.
General Body Meetings
Sitting fee and commission on net profit to Annual General Meetings
Non-Executive Directors:
During the preceding three years, the Company’s Annual
` in lakh
General Meetings were held at Birla Matushri Sabhagar, 19,
New Marine Lines, Mumbai - 400020.
The date and time of Annual General Meetings held during
Name of the Non- Sitting Commission Total
last three years, and the special resolution(s) passed thereat,
Executive Director Fee
are as follows:
Ramniklal H. Ambani 1.00 50.00 51.00
Mansingh L. Bhakta 1.00 50.00 51.00
Yogendra P. Trivedi 4.00 50.00 54.00
Dr. Dharam Vir Kapur 3.00 50.00 53.00
Mahesh P. Modi 2.60 50.00 52.60 Special
Prof. Ashok Misra 2.00 50.00 52.00 Year Date Time Resolution
Prof. Dipak C. Jain 1.40 50.00 51.40 Passed
Dr. Raghunath A. 2012-13 June 06, 2013 11.00 a.m. Yes (one)*
2.20 50.00 52.20
Mashelkar 2011-12 June 07, 2012 11.00 a.m. Nil
Adil Zainulbhai 1.00 14.00 15.00 2010-11 June 03, 2011 11.00 a.m. Nil
TOTAL 18.20 414.00 432.20
* Special Resolution was passed for payment of commission to the Non-Executive
During the year, the Company paid ` 0.32 crore as Directors.
professional fees to M/s. Kanga & Co., a firm in which the
Company’s Director, Shri Mansingh L. Bhakta, is a partner. Special Resolution passed through Postal Ballot
There were no other pecuniary relationships or transactions No special resolution was passed through postal ballot
of Non-Executive Directors vis-à-vis the Company. The during the Financial Year 2013-14. None of the businesses
Company has not granted any stock option to any of its proposed to be transacted in the ensuing Annual General
Non-Executive Directors. Meeting require passing a special resolution through
postal ballot.
Subsidiary Companies’ Monitoring
Framework
Disclosure on materially significant related party
All subsidiary companies are Board managed with their
transactions, i.e. the Company’s transactions
Boards having the rights and obligations to manage such
that are of material nature, with its Promoters,
companies in the best interest of their stakeholders. The
Directors and the management, their relatives
Company does not have any material unlisted subsidiary,
and hence, is not required to nominate an Independent
or subsidiaries, among others that may have
Director of the Company on the Board of any subsidiary. The potential conflict with the Company’s interests at
Company monitors performance of subsidiary companies, large
inter alia, by the following means: None of the transactions with any of related parties were in
conflict with the Company’s interest. Attention of members
Financial statements, in particular investments made by
unlisted subsidiary companies, are reviewed quarterly by is drawn to the disclosure of transactions with related parties
the Company’s Audit Committee. set out in Note No. 31 of Standalone Financial Statements,
forming part of the Annual Report.
Minutes of Board meetings of unlisted subsidiary companies
are placed before the Company’s Board regularly. The Company’s major related party transactions are
A statement containing all significant transactions generally with its subsidiaries and associates. The related
and arrangements entered into by unlisted subsidiary party transactions are entered into based on considerations
companies is placed before the Company’s Board. of various business exigencies, such as synergy in
 Reliance Industries Limited
128 Annual Report 2013-14 Growth is Life...

Corporate Governance Report (Continued)

operations, sectoral specialisation and the Company’s long- Annual Report: The Annual Report containing, inter
term strategy for sectoral investments, optimisation of alia, Audited Annual Accounts, Consolidated Financial
market share, profitability, legal requirements, liquidity and Statements, Directors’ Report, Auditors’ Report and other
capital resources of subsidiaries and associates. important information is circulated to members and others
entitled thereto. The Management’s Discussion and Analysis
All related party transactions are negotiated on arms length
basis, and are intended to further the Company’s interests. (MD&A) Report forms part of the Annual Report and is
displayed on the Company’s website (www.ril.com).
Details of non-compliance by the Company, Chairman’s Communiqué: The printed copy of the
penalties and strictures imposed on the Company Chairman’s speech is distributed to shareholders at
by Stock Exchanges or SEBI, or any other Annual General Meetings. The document is also placed on
statutory authority, on any matter related to the Company’s website (www.ril.com) and sent to Stock
capital markets during last three years.
Exchanges.
There has been no instance of non-compliance by the
Reminder to Investors: Reminders for unclaimed shares,
Company on any matter related to capital markets during
unpaid dividend/unpaid interest or redemption amount on
last three years, and hence, no penalties or strictures have
debentures are sent to shareholders/debenture holders as
been imposed on the Company by Stock Exchanges or SEBI
or any other statutory authority. per records every year.

Corporate Filing and Dissemination System (CFDS): The

However, the SEBI has issued Show Cause Notices during
last three years in connection with (i) sale of shares of CFDS portal jointly owned, managed and maintained by BSE
erstwhile Reliance Petroleum Limited; (ii) the allotment and NSE is a single source to view information filed by listed
of the Company’s equity shares to certain companies companies. All disclosures and communications to BSE and
against detachable warrants attached to privately placed NSE are filed electronically through the CFDS portal, and
debentures issued by the Company and (iii) disclosure of hard copies of the said disclosures and correspondence are
Earnings Per Share and diluted Earnings Per Share in the also filed with stock exchanges.
filing with Stock Exchanges in respect of shares against
warrants issued in April, 2007. The Company has submitted NSE Electronic Application Processing System (NEAPS):
its reply for the same. The NEAPS is a web-based application designed by
NSE for corporates. All periodical compliance filings like
shareholding pattern, corporate governance report, media
Means of Communication
releases, among others are filed electronically on NEAPS.
Quarterly results: The Company’s quarterly results
are published in ‘Financial Express’/‘Indian Express’ and BSE Corporate Compliance & Listing Centre (the ’Listing
‘Navshakti’, and are displayed on its website (www.ril.com). Centre‘): BSE’s Listing Centre is a web-based application
designed for corporates. All periodical compliance filings
News releases, presentations, among others: Official
like shareholding pattern, corporate governance report,
news releases and official media releases are sent to Stock
media releases, among others are also filed electronically
Exchanges.
on the Listing Centre.
Presentations to institutional investors / analysts:
SEBI Complaints Redress System (SCORES): The investor
Detailed presentations are made to institutional investors
and financial analysts on the Company’s unaudited complaints are processed in a centralised web-based
quarterly as well as audited annual financial results. These complaints redress system. The salient features of this
presentations are also uploaded on the Company’s website system are: Centralised database of all complaints, online
(www.ril.com). upload of Action Taken Reports (ATRs) by concerned
companies and online viewing by investors of actions taken
Website: The Company’s website (www.ril.com) contains
on the complaint and its current status.
a separate dedicated section ‘Investor Relations’ where
shareholders’ information is available. The Company’s Designated Exclusive email-id: The Company has
Annual Report is also available in a user-friendly and designated the following email-ids exclusively for investor
downloadable form. servicing:
02-33 34-164 165-270 271-284
Company Overview Statutory Reports Financial Statements Shareholders’ Referencer 129

For queries on Annual Report: [email protected] National Stock Exchange of India Limited (NSE)
For queries in respect of shares in physical mode: ‘‘Exchange Plaza”,
[email protected] Bandra-Kurla Complex,
Bandra (E), Mumbai 400 051
Shareholders’ Feedback Survey: The Company Trading Symbol - RELIANCE EQ
had sent feedback forms seeking shareholders’ views on ISIN : INE002A01018
various matters relating to investor services and Annual
Report 2012-13. The feedback received from shareholders Global Depository Receipts (GDRs)
was placed before the Shareholders’/Investors’ Grievance
Listing
Committee.
Luxembourg Stock Exchange,
11, Avenue de la Porte-Neuve,
General Shareholder Information L – 2227, Luxembourg.
Company Registration Details Also traded on International Order Book System (London
Stock Exchange) and PORTAL System (NASD, USA) Trading
The Company is registered in the State of Maharashtra,
Symbol RILYP, CUSIP 759470107
India. The Corporate Identity Number (CIN) allotted to the
Company by the Ministry of Corporate Affairs (MCA) is Overseas Depository
L17110MH1973PLC019786.
The Bank of New York Mellon Corporation
Annual General Meeting 101, Barclay Street, New York, NY 10286 USA
(Day, Date, Time and Venue)
Domestic Custodian
Wednesday, June 18, 2014 at 11.00 a.m.
Birla Matushri Sabhagar, 19, New Marine Lines, ICICI Bank Limited, Empire Complex, E7/F7, 1st Floor, 414,
Mumbai 400 020 Senapati Bapat Marg, Lower Parel, Mumbai 400 013

Financial Year Debt Securities

April 1 to March 31 Listing
The Wholesale Debt Market (WDM) Segment of BSE
Financial Calendar (tentative)
and NSE
Results for the quarter ending
June 30, 2014- Fourth week of July, 2014 Debenture Trustees
September 30, 2014 - Third week of October, 2014 Axis Bank Limited
December 31, 2014-Third week of January, 2015 Axis House, C-2, Wadia International Centre,
March 31, 2015-Third week of April, 2015 Pandurang Budhkar Marg, Worli,
Annual General Meeting-June, 2015 Mumbai 400 025

Date of Book Closure Axis Trustee Services Limited

Tuesday, May 20, 2014 to Friday, May 23, 2014 Axis House, 2nd Floor, Wadia International Centre,
(both days inclusive) for payment of dividend. Pandurang Budhkar Marg, Worli, Mumbai 400 025

Dividend Payment Date Payment of Listing Fees:

Credit/dispatch of dividend warrants between June 19, Annual listing fee for the year 2013-14 had been paid by the
2014 and June 25, 2014. Company to BSE and NSE. The listing fee for the year 2014-
15 shall be paid within the due date. Annual maintenance
Listing on Stock Exchanges and listing agency fee for the calendar year 2014 has been
Equity Shares paid by the Company to the Luxembourg Stock Exchange.
BSE Limited (BSE)
Payment of Depository Fees
Phiroze Jeejeebhoy Towers,
Annual Custody/Issuer fee for the year 2014-15 will be
Dalal Street, Mumbai 400 001
Scrip Code 500325 paid by the Company to NSDL and CDSL on receipt of the
invoices.
 Reliance Industries Limited
130 Annual Report 2013-14 Growth is Life...

Corporate Governance Report (Continued)

Stock Market Price Data

National Stock Exchange (NSE) BSE Limited (BSE)

Month High Price Low Price Volume High Price Low Price Volume
(`) (`) (No.) (`) (`) (No.)
April 2013 826.60 764.15 6 87 78 328 826.85 765.00 95 11 962
May 2013 855.00 779.20 7 12 07 346 854.80 780.00 89 26 555
June 2013 873.00 775.30 7 79 37 592 873.00 776.50 98 74 200
July 2013 927.90 839.00 7 60 66 558 927.90 800.00 1 01 09 517
August 2013 882.85 763.90 7 28 92 884 882.00 765.00 83 56 353
September 2013 901.00 819.10 6 91 81 328 900.90 819.05 92 58 401
October 2013 918.00 817.70 6 23 61 526 915.80 818.50 79 94 848
November 2013 926.55 835.25 4 59 02 759 925.00 836.00 57 57 323
December 2013 909.00 836.75 4 89 18 932 908.35 836.25 60 34 413
January 2014 898.25 822.20 6 48 00 287 898.00 823.00 55 23 918
February 2014 829.80 793.10 4 19 35 622 829.40 794.00 40 97 363
March 2014 939.80 797.15 9 60 08 110 939.30 798.00 86 33 859
[Source: This information is compiled from the data available from the websites of BSE and NSE]

Share Price Performance in comparison to broad based indices – BSE Sensex and NSE Nifty as on March
31, 2014

List of Investor Service Centres of Karvy Computershare

Private Limited is available on the Company’s website
www.ril.com.
BSE (% Change) NSE (% Change)
RIL Sensex RIL Nifty
Share Transfer System
FY 2013-14 20.14% 18.85% 20.42% 17.98%
Share transfers are processed and share certificates duly
2 years 24.22% 28.63% 24.00% 26.60%
endorsed are returned within a period of seven days from
3 years -11.29% 15.12% -11.28% 14.92% the date of receipt, subject to documents being valid and
5 years 22.05% 130.58% 22.09% 121.92% complete in all respects. The Board has delegated the
authority for approving transfer, transmission, etc. of the
Registrars and Transfer Agents Company’s securities to the Managing Director and/or
Karvy Computershare Private Limited Company Secretary. A summary of transfer/transmission of
Plot No.17-24, Vittal Rao Nagar, securities of the Company so approved by the Managing
Madhapur, Hyderabad - 500 081. Director/Company Secretary is placed at every Board
Tel:+91 40-44655070-5099 meeting / Stakeholders Relationship Committee (earlier
Toll Free No.18004258998; Fax +91 40-23114087 Shareholders’/Investors’ Grievance Committee). The
e-mail: [email protected] Company obtains from a Company Secretary in Practice
Website: www.karvy.com 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.
02-33 34-164 165-270 271-284
Company Overview Statutory Reports Financial Statements Shareholders’ Referencer 131

Distribution of Shareholding as on March 31, 2014

Categor y Number of Total number of As a percentage of

Category of shareholder
Code shareholders shares (A+B+C)
Shareholding of Promoter and Promoter
(A) 1
Group
(1) Indian 66* 146 39 61 977 45.30
(2) Foreign 0 0 0.00
Total Shareholding of Promoter and
Promoter Group 66* 146 39 61 977 45.30
2
(B) Public Shareholding
(1) Institutions 2 102 96 48 88 137 29.85
(2) Non-institutions 29 41 305 69 18 95 810 21.41
Total Public Shareholding 29 43 407 165 67 83 947 51.26
Shares held by Custodians and against
(C) which Depository Receipts have been
issued
(1) Promoter and Promoter Group 0 0 0.00
(2) Public 1 11 11 55 934 3.44
TOTAL (A) + (B) + (C) 29 43 474 323 19 01 858 100.00
For definitions of “Promoter Shareholding” and “Promoter Group”, refer to Clause 40A of Listing Agreement.
1

For definition of “Public Shareholding”, refer to Clause 40A of the Listing Agreement.
2

*As per disclosure under regulation 30(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, furnished
by the promoters.

Shareholding Pattern by Size as on March 31, 2014

Category-wise Shareholding

Category % of Total
Holders Shares
(Shares) Shares

2013-14 Up to 500 28 19 890 19 08 08 484 5.91

501 – 1000 72 925 5 12 85 153 1.59

1001 - 5000 44 758 8 37 47 580 2.59

5001 - 10000 3 097 2 13 71 177 0.66

Promoters 45.30%
Institutions 29.85% 10001 - 20000 1 103 1 52 93 626 0.47
Non-institutions 21.41% Above 20000 1 701 286 93 95 838 88.78
GDR Holders 3.44%
TOTAL 29 43 474 323 19 01 858 100.00
 Reliance Industries Limited
132 Annual Report 2013-14 Growth is Life...

Corporate Governance Report (Continued)

Build up of Equity Share Capital

Particulars Allotment Date No. of Shares

Subscribers to Memorandum October 19, 1975 1 100
Shareholders of Reliance Textile Industries Limited
May 9, 1977 59 50 000
(Merged with the Company)
Conversion of Loan September 28, 1979 9 40 000
Rights Issue – I December 31,1979 6 47 832
Bonus Issue – I September 19, 1980 45 23 359
Debenture Series I Conversion December 31, 1980 8 40 575
Consolidation of Fractional Coupon Shares May 15,1981 24 673
Conversion of Loan June 23, 1981 2 43 200
Conversion of Loan September 22, 1981 1 40 800
Rights Issue II October 6, 1981 23 80 518
Debenture Series II Conversion December 31, 1981 8 42 529
Debenture Series I Conversion Phase II December 31, 1981 27 168
Shareholders of Sidhpur Mills Co Limited
April 12, 1982 81 059
(Merged with the Company)
Rights Issue II NRI June 15, 1982 774
Debenture Series III Conversion August 31, 1982 19 20 000
Rights Issue II September 9, 1982 41
Shareholders of Sidhpur Mills Co Limited
December 29, 1982 1 942
(Merged with the Company) II
Bonus Issue- II September 30, 1983 1 11 39 564
Shareholders of Sidhpur Mills Co Limited
September 30, 1983 371
(Merged with the Company) III
Debenture Series IV Conversion September 30, 1983 64 00 000
Shareholders of Sidhpur Mills Co Limited
April 5, 1984 617
(Merged with the Company) IV
Shareholders of Sidhpur Mills Co Limited
June 20, 1984 50
(Merged with the Company) V
Debenture Series I Conversion October 1, 1984 97 66 783
Debenture Series II Conversion December 31, 1984 2 16 571
Shareholders of Sidhpur Mills Co Limited
January 31, 1985 91
(Merged with the Company) VI
Consolidation of Fractional Coupon Shares April 30, 1985 45 005
Debenture Series E Conversion April 30, 1985 53 33 333
Debenture Series III Conversion July 5, 1985 52 835
Debenture Series IV Conversion December 17, 1985 42 871
Shareholders of Sidhpur Mills Co Limited
December 31, 1985 106
(Merged with the Company) VII
Consolidation of Fractional Coupon Shares December 31, 1985 610
02-33 34-164 165-270 271-284
Company Overview Statutory Reports Financial Statements Shareholders’ Referencer 133

Particulars Allotment Date No. of Shares

Shareholders of Sidhpur Mills Co Limited
November 15, 1986 40 284
(Merged with the Company) VIII
Shareholders of Sidhpur Mills Co Limited
April 1, 1987 169
(Merged with the Company) IX
Debenture Series G Conversion August 1, 1987 6 60 30 100
Rights Issue III February 4, 1988 3 15 71 695
Debenture Series G Conversion February 4, 1988 29 35 380
Shareholders of Sidhpur Mills Co Limited
June 2, 1988 25
(Merged with the Company) X
Shareholders of Sidhpur Mills Co Limited
October 31, 1988 10
(Merged with the Company) XI
Shareholders of Sidhpur Mills Co Limited
November 29, 1990 322
(Merged with the Company) XII
Shareholders of Sidhpur Mills Co Limited
May 22, 1991 46
(Merged with the Company) XIII
Shareholders of Sidhpur Mills Co Limited
October 10, 1991 25
(Merged with the Company) XIV
Euro Issue GDR-I June 3, 1992 1 84 00 000
Shareholders of Sidhpur Mills Co Limited
4060
(Merged with the Company)
Shareholders of Reliance Petrochemicals Limited
December 4, 1992 7 49 42 763
(Merged with the Company)
Loan Conversion July 7, 1993 3 16 667
Debenture Series H Conversion August 26, 1993 3 64 60 000
Warrant Conversion (Debenture Series F) August 26, 1993 1 03 16 092
Euro Issue GDR II February 23, 1994 2 55 32 000
Loan Conversion March 1, 1994 18 38 950
Warrant Conversion (Debenture Series J) August 3, 1994 87 40 000
Private Placement of Shares October 21, 1994 2 45 45 450
Conversion of Reliance Petrochemicals Limited Debentures December 22, 1994 75 472
Shareholders of Reliance Polypropylene Limited and Reliance
March 16, 1995 9 95 75 915
Polyethylene Limited (Merged with the Company)
Warrants Conversion March 10, 1995 74 80 000
Conversion of 3.5% ECB Due 1999 I May 24, 1997 544
Conversion of 3.5% ECB Due 1999 II July 11, 1997 13 31 042
Conversion of 3.5% ECB Due 1999 III July 22, 1997 6 05 068
Conversion of 3.5% ECB Due 1999 IV September 13, 1997 18 64 766
Conversion of 3.5% ECB Due 1999 V October 22, 1997 18 15 755
Conversion of 3.5% ECB Due 1999 VI November 4, 1997 1 03 475
Bonus Issue III December 20, 1997 46 60 90 452
Conversion of 3.5% ECB Due 1999 VII December 4, 1997 15 68 499
 Reliance Industries Limited
134 Annual Report 2013-14 Growth is Life...

Corporate Governance Report (Continued)

Particulars Allotment Date No. of Shares

Conversion of 3.5% ECB Due 1999 VIII September 27, 1999 7 624
Conversion of Warrants January 12, 2000 12 00 00 000
Shareholders of Reliance Petroleum Limited
October 23, 2002 34 26 20 509
(Merged with the Company)
Shareholders of Indian Petrochemicals Corporation Limited
October 13, 2007 6 01 40 560
(Merged with the Company)
Exercise of Warrants October 3, 2008 12 00 00 000
ESOS – Allotment Various dates in 2008-09 1 49 632
Shareholders of Reliance Petroleum Limited
September 30, 2009 6 92 52 623
(Merged with the Company)
Bonus Issue IV November 28,2009 1 62 67 93 078
ESOS – Allotment Various dates in 2009-10 5 30 426
ESOS – Allotment Various dates in 2010-11 29 99 648
ESOS – Allotment Various dates in 2011-12 13 48 763
ESOS – Allotment February 22, 2013 1 86 891
ESOS – Allotment Various dates in 2013-14 32 38 476
Less: Shares bought back and extinguished on January 24, 2005 -28 69 495
Less: Shares bought back and extinguished from February 08, 2012
-4 62 46 280
to January 22, 2013
TOTAL EQUITY AS ON MARCH 31, 2014 323 19 01 858

Corporate Benefits to Investors Bonus issues of fully paid-up Equity Shares

Dividend Declared for the last 10 Years

Financial Year Ratio

Financial Dividend Declaration Dividend 1980-81 3:5
Year per Share* 1983-84 6:10
2003-04 June 24, 2004 5.25 1997-98 1:1
2004-05 August 03, 2005 7.5 2009-10 1:1
2005-06 June 27, 2006 10
2006-07 March 10, 2007 11 Shares issued on Demerger
2007-08 June 12, 2008 13 Consequent upon the demerger of the coal based,
2008-09 October 07, 2009 13 gas based, financial services and telecommunications
2009-10 June 18, 2010 7 undertakings/businesses of the Company in December,
(post bonus issue 1:1) 2005, the shareholders of the Company were allotted
2010-11 June 03, 2011 8 equity shares of the four companies, namely, Reliance
Energy Ventures Limited (REVL), Reliance Natural Resources
2011-12 June 07, 2012 8.5
Limited (RNRL), Reliance Capital Ventures Limited (RCVL)
2012-13 June 06, 2013 9
and Reliance Communication Ventures Limited (RCoVL) in
* Share of paid-up value of `10 per share. the ratio of one equity share of each of the companies for
Note: Dividend of ` 9.50 per share, recommended by Directors on April 18, 2014,
is subject to declaration by shareholders at the ensuing Annual General Meeting.
every equity share held by shareholders except specified
02-33 34-164 165-270 271-284
Company Overview Statutory Reports Financial Statements Shareholders’ Referencer 135

shareholders, in Reliance Industries Limited, as on the any time and converted into the underlying equity shares
record date fixed for the purpose. in the Company. The shares so released in favour of the
investors upon surrender of GDRs can either be held by
Accordingly, 122,31,30,422 equity shares each of REVL, investors concerned in their name or sold off in the Indian
RNRL, RCVL and RCoVL were allotted on January 27, 2006. secondary markets for cash. To the extent of shares so sold
in Indian markets, GDRs can be reissued under the available
Dematerialisation of Shares
head room.
RIL GDR Programme - Important Information
RIL GDRs are listed at the Luxembourg Stock Exchange.
Mode of Holding % age GDRs are traded on the International Order Book (IOB) of
NSDL 95.77 London Stock Exchange. GDRs are also traded amongst
CDSL 1.93 Qualified Institutional Investors in the Portal System of
Physical 2.30 NASD, USA.
TOTAL 100.00 RIL GDRs are exempted securities under US Securities Law.
RIL GDR program has been established under Rule 144A
97.70% of Company’s paid-up Equity Share Capital has and Regulation S of the US Securities Act, 1933. Reporting
been dematerialised up to March 31, 2014 (97.58% up to is done under the exempted route of Rule 12g3-2(b) under
March 31, 2013). Trading in Equity Shares of the Company is the US Securities Exchange Act, 1934.
permitted only in dematerialised form.
The Bank of New York Mellon is the Depository and ICICI
Liquidity Bank Limited is the Custodian of all the Equity Shares
The Company’s Equity Shares are among the most liquid underlying the GDRs issued by the Company.
and actively traded shares on the Indian Stock Exchanges.
Employee Stock Options
RIL shares consistently rank among the top few frequently
traded shares, both in terms of the number of shares traded, The information on Options granted by the Company during
as well as value. The highest trading activity is witnessed on the financial year 2013-14 and other particulars with regard
the BSE and NSE. to Employees’ Stock Options are set out under Annexure I to
the Directors’ Report
Relevant data for the average daily turnover for the financial
year 2013-14 is given below: Plant Locations
Refining & Marketing
Jamnagar
Village Meghpar/Padana, Taluka Lalpur
Jamnagar - 361 280, Gujarat, India
BSE NSE Total
Shares (nos.) 3 74 816 31 71 280 35 46 096 Jamnagar SEZ Unit
Village Meghpar/Padana, Taluka Lalpur
Value (in ` crore) 31.78 269.49 301.27 Jamnagar - 361 280, Gujarat, India
[Source: This information is compiled from the data available from the websites
of BSE and NSE]
Petrochemicals
Allahabad Manufacturing Division
Outstanding GDRs / Warrants and Convertible A/10-A/27, UPSIDC Industrial Area
Bonds, Conversion Date and likely impact on P. O.T.S.L. Allahabad - 211 010,
equity Uttar Pradesh, India

GDRs: Outstanding GDRs as on March 31, 2014 represent Barabanki Manufacturing Division
11,11,55,934 equity shares constituting 3.44% of Company’s Dewa Road, P.O. Somaiya Nagar
paid-up Equity Share Capital. Each GDR represents two Barabanki - 225 123, Uttar Pradesh, India
underlying equity shares in the Company. GDR is not a
specific time-bound instrument and can be surrendered at
 Reliance Industries Limited
136 Annual Report 2013-14 Growth is Life...

Corporate Governance Report (Continued)

Dahej Manufacturing Division Address for Correspondence

P. O. Dahej- 392 130 Investor Correspondence
Taluka: Vagra, Dist.: Bharuch, Gujarat, India
For Shares/Debentures held in Physical form
Hazira Manufacturing Division Karvy Computershare Private Limited
Village Mora, P.O. Bhatha, Plot No.17-24, Vittal Rao Nagar, Madhapur,
Surat-Hazira Road, Surat - 394 510, Gujarat, India Hyderabad - 500 081.
Tel:+91 40-44655070-5099
Hoshiarpur Manufacturing Division Toll Free No: 18004258998
Dharamshala Road, V.P.O. Chohal Fax: +91 40-23114087
Dist.: Hoshiarpur - 146 024, Punjab, India e-mail: [email protected]
Website: www.karvy.com
Nagothane Manufacturing Division
For Shares/Debentures held in Demat form
P. O. Petrochemicals Township
Investors’ concerned Depository Participant(s) and /or Karvy
Nagothane - 402 125, Roha Taluka,
Computershare Private Limited.
Dist.: Raigad, Maharashtra, India
Any query on the Annual Report
Nagpur Manufacturing Division,
Shri S. Sudhakar
Village: Dahali, Mouda ,Ramtek Road Vice President, Corporate Secretarial
Tehsil Mouda – 441 104, Dist.: Nagpur Reliance Industries Limited,
Maharashtra, India 3rd Floor, Maker Chambers IV, 222, Nariman Point,
Patalganga Manufacturing Division Mumbai 400 021.
e-mail: [email protected]
B-1 to B-5 & A3, MIDC Industrial Area, P.O. Rasayani,
Patalganga – 410 220, Dist.: Raigad Transfer of unpaid/unclaimed amounts to
Maharashtra, India Investor Education and Protection Fund
Silvassa Manufacturing Division During the year under review, the Company has
342, Kharadpada, P.O. Naroli – 396235 credited ` 9.17 crore to the Investor Education and
Union Territory of Dadra and Nagar Haveli, India Protection Fund (IEPF) pursuant to Section 205C of the
Companies Act, 1956 read with the Investor Education
Vadodara Manufacturing Division
and Protection Fund (Awareness and Protection of
P. O. Petrochemicals, Vadodara - 391 346, Gujarat, India Investors) Rules, 2001.

Oil & Gas The cumulative amount transferred to IEPF up to March 31,
Gadimoga 2014 is `108.44 crore.
Tallarevu Mandal
Pursuant to the provisions of Investor Education and
East Godavari District Gadimoga – 533 463,
Protection Fund (Uploading of information regarding
Andhra Pradesh, India
unpaid and unclaimed amounts lying with companies)
Oil & Gas Blocks Rules, 2012, the Company has uploaded the details of
Panna Mukta, Tapti, NEC-OSN-97/2, KG-DWN-98/3, GS- unpaid and unclaimed amounts lying with the Company
OSN-2000/1, CY-PR-DWN-2001/3, CYDWN-2001/2, KG- as on June 06, 2013 (date of last Annual General Meeting)
DWN-2003/1 and CB-ONN-2003/1 on the Company’s website (www.ril.com) and on the
website of the Ministry of Corporate Affairs.
CBM Blocks
SP (West) – CBM – 2001/1, SP (East) – CBM – 2001/1 Equity Shares in the Suspense Account
In terms of Clause 5A(I) and Clause 5A(II) of the Listing
Textiles
Agreement, the Company reports the following details
Naroda Manufacturing Division
in respect of equity shares lying in the suspense accounts
103/106, Naroda Industrial Estate, Naroda, which were issued in demat form and physical form,
Ahmedabad - 382 330, Gujarat, India respectively:
02-33 34-164 165-270 271-284
Company Overview Statutory Reports Financial Statements Shareholders’ Referencer 137

Demat Physical
Number of Number Number of Number
Particulars Shareholders of equity Shareholders of equity
shares (phase wise shares
transfers)
Aggregate Number of shareholders and the outstanding shares in the 96 1,308 1,63,137 62,99,258
suspense account lying as on April 1, 2013

Number of shareholders who approached the Company for transfer of 0 0 1,591 1,01,792
shares and shares transferred from suspense account during the year

Number of shareholders and aggregate number of shares transferred 0 0 1,359 44,145

to the Unclaimed Suspense Account during the year

Aggregate Number of shareholders and the outstanding shares in the 96 1,308 1,62,905 62,41,611
suspense account lying as on March 31, 2014
The voting rights on the shares in the suspense accounts as on March 31, 2014 shall remain frozen till the rightful owners of
such shares claim the shares.

Compliance Certificate of the Auditors Audit Qualification

Certificate from the Company’s Auditors, M/s. Chaturvedi The Company is in the regime of unqualified financial
& Shah, M/s. Deloitte Haskins & Sells LLP and M/s. Rajendra statements.
& Co., confirming compliance with conditions of Corporate
Governance as stipulated under Clause 49 of the Listing
Training of Board Members
Agreement, is attached to the Directors’ Report forming The Board members are provided with necessary
part of the Annual Report. documents/brochures, reports and internal policies to
enable them to familiarise with the Company’s procedures
This Certificate has also been forwarded to the Stock and practices.
Exchanges where the shares of the Company are listed.
Periodic presentations are made at the Board and Board
Committee Meetings, on business and performance
Adoption of Mandatory and Non- Mandatory updates of the Company, global business environment,
Requirements of Clause 49 business strategy and risks involved.
The Company has complied with all mandatory requirements
Quarterly updates on relevant statutory changes and
of the Clause 49 of the Listing Agreement. The Company has
landmark judicial pronouncements encompassing
adopted following non-mandatory requirements of Clause
important laws are regularly circulated to the Directors.
49 of the Listing Agreement:
Whistle Blower policy
Remuneration Committee
The Company promotes ethical behaviour in all its business
The Company has constituted ‘Human Resources, activities and has put in place a mechanism of reporting
Nomination and Remuneration Committee’ meeting the illegal or unethical behaviour. The Company has a whistle
requirements of Clause 49 of the Listing Agreement and the blower policy wherein the employees are free to report
Companies Act, 2013. violations of laws, rules, regulations or unethical conduct
to their immediate supervisor or such other person as may
Communication to Shareholders be notified by the management to the workgroups. The
Half-yearly reports covering financial results were sent to confidentiality of those reporting violations is maintained
members at their registered addresses. and they are not subjected to any discriminatory practice.
 Reliance Industries Limited
138 Annual Report 2013-14 Growth is Life...

Corporate Governance Report (Continued)

CEO and CFO Certification (i) that there are no significant changes in internal control
over financial reporting during the year;
The Chairman and Managing Director and the Chief
Financial Officer of the Company give annual certification (ii) that there are no significant changes in accounting
on financial reporting and internal controls to the Board in policies during the year; and
terms of Clause 49 of the Listing Agreement. The Chairman (iii) that there are no instances of significant fraud of
and Managing Director and the Chief Financial Officer also which we have become aware.
give quarterly certification on financial results while placing
(Alok Agarwal) (Mukesh D. Ambani)
the financial results before the Board in terms of Clause 41
Chief Financial Officer Chairman and Managing Director
of the Listing Agreement. The annual certificate given by the
Chairman and Managing Director and the Chief Financial Mumbai
Officer is published in this Report. April 18, 2014

Certificate on Compliance with Code of Conduct

Auditors’ Certificate on Corporate
I hereby confirm that the Company has obtained from all Governance
the members of the Board and Management Personnel,
affirmation that they have complied with the Code of To the Members,
Business Conduct and Ethics for Directors/Management
Personnel for the financial year 2013-14. Reliance Industries Limited
We have examined the compliance of conditions of
(Mukesh D. Ambani) Corporate Governance by Reliance Industries Limited, for
Chairman and Managing Director the year ended on 31st March 2014, as stipulated in Clause
49 of the Listing Agreement of the said Company with stock
Mumbai
exchanges.
April 18, 2014
The compliance of conditions of Corporate Governance is
CEO / CFO Certificate under Clause 49 (V) the responsibility of the Management. Our examination
To, has been limited to a review of the procedures and
The Board of Directors implementation thereof adopted by the Company for
Reliance Industries Limited ensuring compliance with the conditions of the Corporate
Governance as stipulated in the said Clause. It is neither
1. We have reviewed financial statements and the cash an audit nor an expression of opinion on the financial
flow statement of Reliance Industries Limited for the statements of the Company.
year ended 31st March, 2014 and to the best of our
In our opinion and to the best of our information and
knowledge and belief:
according to the explanations given to us and based
(i) these statements do not contain any materially
on the representations made by the Directors and the
untrue statement or omit any material fact or contain
Management, we certify that the Company has complied
statements that might be misleading;
with the conditions of Corporate Governance as stipulated
(ii) these statements together present a true and fair view in Clause 49 of the above-mentioned Listing Agreement.
of the Company’s affairs and are in compliance with
existing accounting standards, applicable laws and We state that such compliance is neither an assurance as
regulations. to future viability of the Company nor of the efficiency or
2. There are, to the best of our knowledge and belief, effectiveness with which the management has conducted
no transactions entered into by the Company during the affairs of the Company.
the year which are fraudulent, illegal or violate the
Company’s Code of Conduct. For Chaturvedi & Shah For Deloitte Haskins & Sells LLP For Rajendra & Co.

3. We accept responsibility for establishing and Chartered Accountants Chartered Accountants Chartered Accountants

maintaining internal controls for financial reporting (Registration No. 101720W) (Registration No. 117366W/W-100018) (Registration No. 108355W)

and we have evaluated the effectiveness of Company’s (D. Chaturvedi) (A.B. Jani) (A.R. Shah)
internal control systems pertaining to financial reporting. Partner Partner Partner
Membership No.: 5611 Membership No.: 46488 Membership No.: 47166
We have not come across any reportable deficiencies in
the design or operation of such internal controls.
Mumbai
4. We have indicated to the Auditors and the Audit
Committee: April 18, 2014
02-33 34-164 165-270 271-284
Company Overview Statutory Reports Financial Statements Shareholders’ Referencer 139

Directors’ Profile zz In 2010, awarded the Dean’s Medal by University of

Shri Mukesh D. Ambani (DIN 00001695) is a Chemical Pennsylvania’s Eduardo Glandt, Dean of the School of
Engineer from Institute of Chemical Technology, Mumbai Engineering and Applied Science for his leadership in
(earlier University Department of Chemical Technology, the application of Engineering and Technology.
University of Mumbai). He has pursued MBA from Stanford zz In2010, named among the most powerful people in the
University, USA.
world by Forbes magazine in its list of “68 people who
Shri Mukesh D. Ambani has joined Reliance in 1981. He matter most.”
initiated Reliance’s backward integration journey from zz In 2010, awarded the Indian Merchant’s Chamber (IMC)
textiles into polyester fibres and further into petrochemicals,
‘Juran Quality Medal 2009’.
petroleum refining and going up-stream into oil and gas
exploration and production. He created several new world zz In 2009, ranked the 5th best performing CEO in the world
class manufacturing facilities involving diverse technologies by the Harvard Business Review in its ranking of the top
that have raised Reliance’s petrochemicals manufacturing 50 global CEOs.
capacities from less than a million tonnes to about fourteen
million tonnes per year. He is envisaging doubling these Shri Mukesh D. Ambani is a member of the Prime Minister’s
capacities to twenty seven million tonnes per annum within Council on Trade and Industry, Government of India and
a short span. the Board of Governors of the National Council of Applied
Economic Research, New Delhi. He is the Chairman of Board
Working hands-on, Shri Mukesh D. Ambani led the creation
of Governors, Pandit Deendayal Petroleum University,
of the world’s largest grassroots petroleum refinery
at Jamnagar, India, with a current capacity of 660,000 Gandhinagar.
barrels per day (33 million tonnes per year) integrated
with petrochemicals, power generation, port and related Shri Mukesh D. Ambani is a Member of Millennium
infrastructure. Further, he steered the setting up of another Development Goals (MDG) Advocacy Group (MDG
27 million tonnes refinery next to the existing one in Advocate) constituted by United Nations (UN) and a Member
Jamnagar. With an aggregate refining capacity of 1.24 of The Foundation Board of World Economic Forum.
million barrels of oil per day at any single location in the
world has transformed “Jamnagar” as the ‘Refining Hub of Shri Mukesh D. Ambani is a member of the Indo-US CEOs
the World’. Forum, Chair of The British Asian Trust’s India Advisory
Council, International Advisory Council of The Brookings,
In September 2008, when the first drop of crude oil flowed
McKinsey & Company, Global Advisory Council of Bank of
from the Krishna-Godavari basin, Shri Mukesh D. Ambani’s
vision of energy security for India was being realized. America, Member of The Business Council and Asia Business
Council, and London School of Economics’ India Advisory
Shri Mukesh D. Ambani is steering Reliance’s development Group.
of infrastructure facilities and implementation of a pan-
India organized retail network spanning multiple formats Shri Mukesh D. Ambani is the Chairman and Director of
and supply chain infrastructure. Today, Reliance Retail is the Reliance Jio Infocomm Limited and Reliance Retail Ventures
largest retail player in the Country. Limited and a Director of Reliance Foundation and Reliance
Shri Mukesh D. Ambani is also setting up one of the most Europe Limited.
complex 4G broadband wireless services offering end to
At RIL, he is Chairman of the Finance Committee.
end solutions that address the entire value chain across
various digital services in key domains of national interest
He is Promoter of the Company and holds 36,15,846 shares
such as Education, Healthcare, Security, Financial Services,
Government-Citizen interfaces and Entertainment. of the Company in his name as on March 31, 2014.

Shri Mukesh D. Ambani’s achievements have been Shri Nikhil R. Meswani (DIN 00001620) is a Chemical
acknowledged at national and international levels. Over Engineer. He is the son of Shri Rasiklal Meswani, one of the
the years, some of the awards and recognition bestowed on Founder Directors of the Company.
him are:
He joined Reliance in 1986 and since July 01, 1988 he is a
zz In2013, he was conferred ‘Entrepreneur of the Decade’ Whole-time Director designated as Executive Director on
by All India Management Association. the Board of the Company.
 Reliance Industries Limited
140 Annual Report 2013-14 Growth is Life...

Corporate Governance Report (Continued)

He is primarily responsible for Petrochemicals Division and He is a member of the Finance Committee and Stakeholders
has contributed largely to Reliance to become a global Relationship Committee and Chairman of the Health, Safety
leader in Petrochemicals. Earlier, he handled refinery and Environment Committee of the Company.
business between 1997 and 2005. He was also responsible
for integration of IPCL with Reliance businesses. In He is a Director of Reliance Industrial Investments and
addition, he continues to shoulder several other corporate Holdings Limited and Reliance Commercial Dealers Limited.
responsibilities such as Corporate Affairs and Group’s He is the Chairman of the Audit Committee of Reliance
taxation policies. He also takes keen interest in IPL cricket Industrial Investments and Holdings Limited and is a
franchise “Mumbai Indians”. member of the Audit Committee of Reliance Commercial
Dealers Limited.
He was the President of Association of Synthetic Fibre
Industry and was also the youngest Chairman of Asian He has been instrumental in the execution of several mega
Chemical Fibre Industries Federation. He is also a member projects of the group including the Hazira Petrochemicals
of managing committee of Federation of Indian Export complex and the world’s largest Refinery complex at
Organisations set up by Ministry of Commerce. Jamnagar.

He was named Young Global Leader by the World Economic He has been awarded an Honorary Fellowship by IChemE
Forum in 2005 and continues to actively participate in the (Institution of Chemical Engineers – the International
activities of the Forum. Professional body for Chemical, Biochemical and Process
Engineers) in recognition of his contribution to the process
He is also a member of the Young Presidents’ Organisation. industries.
He was honoured by the Institute of Economic Studies, He is the recipient of The 2011 D. Robert Yarnall Award
Ministry of Commerce & Industry, the Textile Association from The Engineering Alumni Society of the University of
(India), Ministry of Textiles. He is also a distinguished Pennsylvania.
Alumnus of the University Institute of Chemical Technology
(UICT), Mumbai. He was also recently conferred the Honorary CEPM-PMA
Fellowship Award for Project Management Excellence.
He is a member of the Corporate Social Responsibility and
Governance Committee, the Finance Committee and the He holds 3,51,886 shares of the Company in his name as on
Stakeholders Relationship Committee of the Company. March 31, 2014.

He is a Director of Reliance Commercial Dealers Limited and Shri P.M.S. Prasad (DIN 00012144) is a Whole-time Director
Chairman of its Audit Committee. designated as Executive Director of the Company since
August 21, 2009.
He holds 4,18,374 shares of the Company in his name as on
March 31, 2014. He has been with the Company for about 33 years. Over
the years, he has held various senior positions in the Fibres,
Shri Hital R. Meswani (DIN 00001623) graduated with
Petrochemicals, Refining & Marketing and Exploration &
Honours in the Management & Technology programme from
Production Businesses of the Company.
the University of Pennsylvania, U.S.A. where he received a
Bachelor of Science Degree in Chemical Engineering from He holds Bachelor’s degrees in Science and Engineering.
the School of Engineering and Applied Sciences and a
Bachelor of Science Degree in Economics from the Wharton He was awarded an honorary doctorate degree by the
Business School. University of Petroleum Engineering Studies, Dehradun
in recognition of his outstanding contribution to the
He joined Reliance Industries Limited in 1990. He is on the Petroleum sector. He has been conferred the Energy
Board of the Company as Whole-time Director designated Executive of the Year 2008 award by Petroleum Economist
as Executive Director since August 4, 1995, with overall in recognition of his leadership.
responsibility of the Petroleum Refining Business and
all Manufacturing, Research & Technology and Project He is on the Board of Governors of the University of
Execution activities of the group. Petroleum & Energy Studies, India.
02-33 34-164 165-270 271-284
Company Overview Statutory Reports Financial Statements Shareholders’ Referencer 141

He is a member of the Health, Safety and Environment working towards achieving excellence in the areas of HSE,
Committee of the Company. Technology, Reliability and Operations of all Manufacturing
Sites covering Refineries, Petrochemicals and Polyester
He is a Director of Reliance Commercial Dealers Limited and Plants of the Company. Under his able leadership, in 2005,
is a member of its Audit Committee. the Jamnagar Refinery became the first Asian Refinery to be
declared the ‘Best Refinery in the world’, at the ‘World Refining
He holds 1,36,666 shares of the Company in his name as on
& Fuel Conference’ at San Francisco, USA. Both Refineries
March 31, 2014.
have bagged many national and international awards for
Shri Pawan Kumar Kapil (DIN 02460200) has been Excellence in Safety performance, Energy conservation &
appointed as a Whole-time Director designated as Executive Environment management, including the ‘Golden Peacock
Director of the Company with effect from May 16, 2010. Global Award for Sustainability for the year 2010’.

He holds Bachelor’s degree in Chemical Engineering and In recognition of his excellent achievements, the CHEMTECH
has a rich experience of more than four decades in the Foundation had conferred on him the “Outstanding
Petroleum Refining Industry. Achievement Award for Oil Refining” in 2008. He is also a
Member of the Research Council of the Indian Institute of
He joined Reliance in 1996 and led the commissioning Petroleum, Dehradun.
and start-up of the Jamnagar complex. He was associated
with this project since conception right through Design, He is a member of the Health, Safety and Environment
Engineering, Construction and Commissioning. He also led Committee of the Company.
the commissioning of the manufacturing operations in the
He holds 5,000 shares of the Company in his name as on
Special Economic Zone (SEZ) at Jamnagar by Reliance.
March 31, 2014.
He started his career in 1966 with the Indian Oil Corporation.
Shri Mansingh L. Bhakta (DIN 00001963) is senior partner
In the initial years he worked in various capacities in
of Messers Kanga & Company, a leading firm of Advocates
Operations, Technical Services and start-up/ commissioning
and Solicitors in Mumbai. He has been in practice for over 59
of various Refinery Process Units/ facilities in Barauni and
years and has vast experience in legal field and particularly
Gujarat Refineries. Being a person with a strong penchant
on matters relating to corporate laws, banking and taxation.
for analytical work and high technology skills, he was
chosen to head the Central Technical Services Department He is a legal advisor to leading foreign and Indian
at the Corporate Office of Indian Oil Corporation. Here he companies and banks. He has also been associated with a
did extensive work in ‘expansion of the existing refineries’, large number of Euro issues made by Indian companies. He
‘energy optimisation’, ‘debottlenecking studies’ and ‘long was the Chairman of the Taxation Law Standing Committee
range planning’. of LAWASIA, an Association of Lawyers of Asia and Pacific,
which has its headquarters in Australia.
Then he moved to Mathura Refinery as the head of Refinery
Operations. From Mathura he was picked up to become He is a Director of the Indian Merchant’s Chamber, Mumbai
the Director (Technical) of Oil Coordination Committee and JCB India Limited. He is the Lead Independent Director
(OCC) - the ‘Think Tank’ of the Ministry of Petroleum, the of the Company. He is a member of the Audit Committees
Government of India. He has travelled extensively and has of JCB India Limited. During his long legal career, he has
been to USA, Russia, the Middle East, Europe and the Far East served as an Independent Director of a large number of
in connection with refinery design, technology selection, leading corporates including Larsen & Toubro Limited, SKF
crude sourcing, etc. Having served for 28 years in Indian Oil (India) Limited, Kirloskar Oil Engines Limited, Arvind Limited
Corporation and OCC in various capacities, he rose to the and Bennett Coleman & Company Limited.
position of Executive Director and spearheaded the setting
up of Panipat Refinery for the Indian Oil Corporation. He is a recipient of Rotary Centennial Service Award for
Professional Excellence from Rotary International. In its
He has been the Site President of the Jamnagar complex of normal annual survey conducted by Asia Law Journal,
the Company from 2001 to 2010. He is currently heading Hong Kong, a leading International law journal, he has been
Group Manufacturing Services (GMS) since 2011 and nominated as one of ‘the Leading Lawyers of Asia 2011’. Last
 Reliance Industries Limited
142 Annual Report 2013-14 Growth is Life...

Corporate Governance Report (Continued)

year was the sixth consecutive year in which he has been so He had an illustrious career in the government sector with
nominated. a successful track record of building vibrant organisations
and successful project implementation. He served Bharat
He holds 3,30,000 shares of the Company in his name as on Heavy Electricals Limited (BHEL) in various positions with
March 31, 2014. distinction. Most remarkable achievement of his career was
establishment of fast growing systems oriented National
Shri Yogendra P. Trivedi (DIN 00001879) is practicing
Thermal Power Corporation (NTPC) of which he was the
as senior advocate in Supreme Court. He was a member
founder Chairman-cum-Managing Director (CMD). As CMD,
of the Rajya Sabha till April 2, 2014. He holds important
NTPC, Dr. Kapur was described as a Model Manager by the
positions in various fields’ viz. economics, profession,
Board of Executive Directors of World Bank.
politics, commercial, education, medical field, sports and
social service. He has received various Awards and medals As Secretary to the Government of India in the Ministries
for his contribution in various fields. He was a Director in of Power, Heavy Industry and Chemicals & Petrochemicals
Central Bank of India and Dena Bank, amongst many other during 1980-86, he made significant contributions
reputed companies. He was the past President of the Indian with introduction of new management practices and
Merchants’ Chamber and presently is a Member of the liberalization initiatives including authorship of “Broad
Managing Committee. He was on the Managing Committee Banding” and “Minimum economic sizes” in industrial
of ASSOCHAM and the International Chamber of Commerce. licensing. He was also associated with a number of National
He was the Hon’ Counsel of Republic of Ethiopia. Institutions as Member, the Atomic Energy Commission;
Member, Advisory Committee of the Cabinet for Science
He is the Chairman of Sai Service Private Limited and
and Technology; Chairman, Board of Governors, IIT Bombay
Trivedi Consultants Private Limited. He is the Director of
(1983-94); Member, Board of Governors, IIM Lucknow and
The Supreme Industries Limited, Zodiac Clothing Company
Chairman, National Productivity Council.
Limited, The Seksaria Biswan Sugar Factory Limited, New
Consolidated Construction Company Limited and Emami In recognition of his “services and significant contributions
Limited. in the field of Technology, Management and Industrial
Development”, Jawaharlal Nehru Technological University,
He is the Chairman of Indo African Chamber of Commerce.
Hyderabad, conferred on him the degree of D.Sc. He is
He was the President of the Cricket Club of India. He
recipient of “India Power, Life Time Achievement Award”
was the past President of the Western India Automobile
presented by Council of Power Utilities, for his contributions
Association. He is also Member of the Indian Merchants
to Energy and Industry sectors. ENERTIA Awards 2010 also
Chamber, All India Association of Industries, W.I.A.A. Club,
conferred Life Time Achievement Award on Dr. Kapur for
B.C.A Club, Orient Club, Royal Bombay Yatch Club. He is
his “contribution to the Power and Energy Sector and for
also the Chairman of the Audit Committee, the Corporate
his leadership in the fledgling NTPC”. Project Management
Social Responsibility and Governance Committee and
Associates, India adopted Dr. D.V. Kapur as Mentor during
the Stakeholders Relationship Committee and Member
its 20th International Conference in December 2013. Dr.
of the Human Resources, Nomination and Remuneration
Kapur is also recipient of “Meritorious Services Award” for
Committee of the Company. He is a Member of the Audit
“exemplary services to Indian Energy Sector” presented by
Committee of Zodiac Clothing Company Limited and The
India Energy Forum.
Seksaria Biswan Sugar Factory Limited.
He is the Chairman (Emeritus) of Jacobs H&G (P) Limited.
He has been conferred Honorary Doctorate (HonorisCausa)
He is also a Director on the Boards of Honda Siel Power
by Fakir Mohan University, Balasore, Odisha.
Products Limited, DLF Limited and other private limited
He holds 27,984 shares of the Company in his name as on companies. Earlier he was a Director on the Boards of Tata
March 31, 2014. Chemicals Limited, Larsen & Toubro Limited, Ashok Leyland
Limited and also Chairman of GKN Driveline Limited.
Dr. Dharam Vir Kapur (DIN 00001982) is an honours He is a member of the Human Resources, Nomination
Graduate in Electrical Engineering with wide experience and Remuneration Committee, the Corporate Social
in Power, Capital Goods, Chemicals and Petrochemicals Responsibility and Governance Committee and the Health,
Industries. Safety and Environment Committee of the Company. He
02-33 34-164 165-270 271-284
Company Overview Statutory Reports Financial Statements Shareholders’ Referencer 143

is Chairman Audit Committee, Shareholders’/Investors’ is currently the Chairman-India, Intellectual Ventures.

Relations Committee and Remuneration Committee of He is a Fellow of the National Academy of Sciences, India
Honda Siel Power Products Limited. (President from 2006 to 2008); the Indian National Academy
of Engineering, the Indian Institute of Chemical Engineers,
He is also a member Audit Committee and Chairman,
the Indian Plastics Institute and the Maharashtra Academy
Committees on Corporate Governance and Shareholders’/
of Sciences. He is the Founder President of the Polymer
Investor Relations of DLF Limited.
Processing Academy and the former President of the Society
He holds 13,544 shares of the Company in his name as on of Polymer Science, India.
March 31, 2014.
He is an Independent Director on the Board of Jubilant
Shri Mahesh Prasad Modi (DIN 00001604), M.Sc (Econ.) Industries Limited and Jubilant Agri and Consumer
(London), Fellow, Economic Development Institute of Products Limited. He is a member of Audit Committee and
the World Bank, held high positions in the Government Compensation Committee of Jubilant Industries Limited. He
of India as Chairman of Telecom Commission & Secretary, is a member of the Board of Governors of IIT Delhi, member of
Telecommunications Department & Director General, the IIT Council and a member of the Central Advisory Board
Telecommunications; Secretary, the Ministry of Coal; Special of Education of MHRD. He is a member of the Stakeholders
Secretary (Insurance), Economic Affairs Department; and Relationship Committee of the Company and a Member of
Joint Secretary, the Ministry of Petroleum, Chemicals the Investment Committee for Aditya Birla Private Equity
and Fertilizers. He has served as Director on the Board – Sunrise Fund. He was on the Board of National Thermal
of Directors of many public sector and private sector Power Corporation Limited for 6 years. He is/has been on
companies, including: GAIL (Founder Director), IPCL, the Boards or Councils of several national and international
BPCL, CRL, BRPL, Life Insurance Corporation of India,
institutions. He has received several awards including the
General Insurance Corporation, Mangalore Refinery &
Distinguished Alumnus Awards from all his alma maters –
Petrochemicals, Essar Shipping, BSES, ICICI Prudential Life
IIT Kanpur, Tufts University and University of Massachusetts.
Insurance Co. and India Advisory Board of BHP Billiton. He
He was awarded the Distinguished Service Award by IIT
has considerable management experience, particularly in
Delhi during its Golden Jubilee in 2011. He has co-authored
the fields of energy, petrochemicals, telecom and insurance.
a book on Polymers, was awarded 6 patents and has over
He is a member of the Audit Committee of the Company. 150 international publications. He is on the editorial board
of several scientific journals.
He holds 2,924 shares of the Company in his name as on
March 31, 2014. He holds 2,300 shares of the Company in his name as on
March 31, 2014.
Prof. Ashok Misra (DIN 00006051) is a B.Tech. in Chemical
Engineering from IIT Kanpur, M.S. in Chemical Engineering Prof. Dipak C. Jain (DIN 00228513) has a M.S. in
from the Tufts University and a Ph.D. in Polymer Science & Mathematical Statistics from Guwahati University, India
Engineering from the University of Massachusetts. He has and a Ph.D. in Marketing from the University of Texas at
also completed the ‘Executive Development Programme’ Dellas, United States of America. Prof. Jain is a distinguished
and ‘Strategies for Improving Directors’ Effectiveness teacher and scholar. He had been Dean of the Kellogg
Programme’ at the Kellogg School of Management, School of Management, Northwestern University, Evanston,
Northwestern University. Illinois, United States of America from 2001 to 2009 and an
He was the Director at the Indian Institute of Technology, Associate Dean from 1996 to 2001. Currently, he is a Chaired
Bombay from 2000 to 2008, where he made significant Professor of Marketing at INSEAD, a leading business school
contribution taking the Institute to greater heights. During with three campuses at Fontainebleau (Paris), France,
his tenure the IIT Bombay was transformed into a leading Singapore and Abu Dhabi. He has served as the Dean
Research & Development Institute, while at the same time of INSEAD from 2011-13. He has more than 30 years of
maintaining its reputation as a leader in quality engineering experience in management education. He has published
education. Prior to this he was at IIT Delhi from 1977- several articles in international journals on marketing and
2000 and at Monsanto Chemical Co. from 1974-1977. He allied subjects.
 Reliance Industries Limited
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Corporate Governance Report (Continued)

His academic honors include the Sidney Levy Award for Audit Committees of Tata Motors Limited and Piramal
Excellence in Teaching in 1995; the John D.C. Little Best Enterprises Limited (formerly Piramal Healthcare Limited).
Paper Award in 1991; Kraft Research Professorships in 1989- He is a member of the Remuneration Committee of KPIT
90 and 1990-91; the Beatrice Research Professorship in Cummins Infosystems Ltd.
1987-88; the Outstanding Educator Award from the State
of Assam in India in 1982; Gold Medal for the Best Post- Dr. Mashelkar is only the third Indian engineer to have
been elected (1998) as Fellow of Royal Society (FRS),
Graduate of the Year from Guwahati University in India in
London in the twentieth century. He was elected Foreign
1978; Gold Medal for the Best Graduate of the Year from
Associate of National Academy of Science (USA) in 2005,
Darrang College in Assam in India in 1976; Gold Medal from
Associate Foreign Member, American Academy of Arts &
Jaycees International in 1976; the Youth Merit Award from
Sciences (2011); Foreign Fellow of US National Academy of
Rotary International in 1976; and the Jawaharlal Nehru
Engineering (2003); Fellow of Royal Academy of Engineering,
Merit Award, the Government of India in 1976.
U.K. (1996), Foreign Fellow of Australian Technological
He is a Director of HT Global Education, John Deere & Science and Engineering Academy (2008) and Fellow of
Company, United States of America, Global Logistic World Academy of Art & Science, USA (2000).
Properties, Singapore and Northern Trust Bank, United
In August 1997, Business India named Dr. Mashelkar as
States of America. He is a Director of Reliance Retail Ventures being among the 50 path-breakers in the post- Independent
Limited and also a member of its Audit Committee. India. In 1998, Dr. Mashelkar won the JRD Tata Corporate
Leadership Award, the first scientist to win it. In June, 1999,
He does not hold any shares of the Company in his name as
Business India did a cover story on Dr. Mashelkar as “CEO OF
on March 31, 2014.
CSIR Inc.”, a dream that he himself had articulated, when he
Dr. Raghunath A. Mashelkar, (DIN 00074119) National took over as DG, CSIR in July 1995. On November 16, 2005,
Research Professor, is presently also the President of he received the Business Week (USA) award of ‘Stars of Asia’
Global Research Alliance, a network of publicly funded at the hands of George Bush (Sr.), the former President of
R&D Institutes from Asia-Pacific, Europe and USA with over USA. He was the first Asian Scientist to receive it.
60,000 scientists.
Deeply connected with the innovation movement in India,
Dr. Mashelkar served as the Director General of Council of Dr. Mashelkar is currently the Chairman of India’s National
Scientific and Industrial Research (CSIR), with thirty-eight Innovation Foundation, Reliance Innovation Council,
laboratories and about 20,000 employees for over eleven Thermax Innovation Council and Marico Innovation
Foundation.
years. He was also the President of Indian National Science
Academy and President of Institution of Chemical Engineers Thirty universities have honoured him with honorary
(UK). doctorates, which include Universities of London, Salford,
Pretoria, Wisconsin and Delhi.
Dr. Mashelkar is on the Board of Directors of several other
reputed companies such as Tata Motors Limited, IKP The President of India honoured Dr. Mashelkar with
Knowledge Park, Thermax Limited, Piramal Enterprises Padmashri (1991), with Padmabhushan (2000) and with
Limited, and KPIT Cummins Infosystems Limited and several Padma Vibhushan (2014), which are three of the highest
other private limited companies. He is also a Director of civilian honours in recognition of his contribution to nation
Reliance Gene Medix Limited (company incorporated building.
outside India). He is a member of the Scientific Advisory
Board of the Microsoft. When Dr. Mashelkar took over as the Director General of
CSIR, he enunciated “CSIR 2001: Vision & Strategy”. This was a
He is a member of the Audit Committee, the Human bold attempt to draw out a corporate like R&D and business
Resources, Nomination and Remuneration Committee plan for a publicly funded R&D institution. This initiative
and the Corporate Social Responsibility and Governance has transformed CSIR into a user focused, performance
Committee of the Company. driven and accountable organization. This process of
transformation has been recently heralded as one of the
He is Chairman of the Safety, Health and Environment ten most significant achievements of Indian Science and
Committee of Tata Motors Limited. He is a member of the Technology in the twentieth century.
02-33 34-164 165-270 271-284
Company Overview Statutory Reports Financial Statements Shareholders’ Referencer 145

Dr. Mashelkar has been propagating a culture of innovation He does not hold any shares of the Company in his name as
and balanced intellectual property rights regime for on March 31, 2014.
over a decade. It was through his sustained and visionary
campaign that growing awareness of Intellectual Property Shri Adil Zainulbhai (DIN 06646490) is currently Senior
Rights (IPR) has dawned on Indian academics, researches Advisor to McKinsey. He retired as Chairman of McKinsey,
and corporates. He spearheaded the successful challenge India after 34 years at McKinsey. He spent the last 10 years
to the US patent on the use of turmeric for wound healing in India. Prior to returning to India, he led the Washington
and also the patent on Basmati rice. These landmark cases office of McKinsey and founded the Minneapolis office.
have set up new paradigms in the protection of India’s
Over the last 10 years in India, Shri Adil has worked directly
traditional knowledge base, besides leading to the setting
with the CEOs and promoters of some of the major
up of India’s first Traditional Knowledge Digital Library. In
companies in India and globally – private companies, MNCs
turn, at an international level, this has led to the initiation of
and PSUs. He has been focusing on 3 areas:
the change of the International Patent Classification System
to give traditional knowledge its rightful place. As Chairman zz Helping Indian companies meet their growth aspirations
of the Standing Committee on Information Technology and become successful globally and developing their
of World Intellectual Property Organization (WIPO), as a senior leadership.
member of the International Intellectual Property Rights zz Helping Public Sector Undertakings (PSUs) become
Commission of UK Government and as Vice Chairman on more efficient and effective.
Commission in Intellectual Property Rights, Innovation and
zz Helping MNCs enter India and build profitable, large and
Public Health (CIPIH) set up by World Health Organization
innovative businesses.
(WHO), he brought new perspectives on the issue of IPR and
the developing World concerns. Shri Adil has also been working with several parts of the
government and led efforts around urbanization, inclusive
In the post-liberalized India, Dr. Mashelkar has played a growth and energy.
critical role in shaping India’s S&T policies. He was a member
Shri Adil has co-edited the book, ‘Reimagining India’ which
of the Scientific Advisory Council to the Prime Minister and featured 60 authors including prominent businessmen,
also of the Scientific Advisory Committee to the Cabinet set academicians, economists, authors and journalists. The
up by successive governments. He has chaired twelve high book has been #1 in non-fiction in India on its release and
powered committees set up to look into diverse issues of #2 on Amazon’s International Business List in the US.
higher education, national auto fuel policy, overhauling the
Indian drug regulatory system, dealing with the menace Shri Adil grew up in Bombay and graduated in Mechanical
of spurious drugs, reforming Indian agriculture research Engineering from the Indian Institute of Technology. He also
system, etc. He has been a much sought after consultant for has an M.B.A. from Harvard Business School.
restructuring the publicly funded R&D institutions around
the World; his contributions in South Africa, Indonesia and Shri Adil is very active in community and social causes. He
Croatia have been particularly notable. is a Board member of the American India Foundation, Saifee
Hospital, Board of Trustees at Saifee Burhani Upliftment Trust
Dr. Mashelkar has won over 50 awards and medals, which
(redeveloping Bhendi Bazaar in Mumbai), Advisory Board
include S.S. Bhatnagar Prize (1982), Pandit Jawaharlal Nehru
of the Indian Institute of Technology Bombay, Wockhardt
Technology Award (1991), G.D. Birla Scientific Research
Foundation, HMRI (Health Management Research Institute),
Award (1993), Material Scientist of Year Award (2000), IMC
Harvard Business School Alumni Association of India and on
Juran Quality Medal (2002), HRD Excellence Award (2002),
the Global Advisory Board of the Booth School of Business
Lal Bahadur Shastri National Award for Excellence in Public
at University of Chicago.
Administration and Management Sciences (2002), World
Federation of Engineering Organizations (WFEO) Medal Shri Adil Zainulbhai is also Chairman of the Human
of Engineering Excellence by WFEO, Paris (2003), Lifetime Resources, Nomination and Remuneration Committee and
Achievement Award by Indian Science Congress (2004), Member of the Audit Committee of the Company.
the Science medal by the Academy of Science for the
Developing World (2005), Ashutosh Mookherjee Memorial He does not hold any shares of the Company in his name as
Award by Indian Science Congress (2005), etc. on March 31, 2014.