Corp Gov Report2014 15 PDF

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Reliance Industries Limited
Invest. Innovate. Inspire. For a new India.
Annual Report 2014-15
CORPORATE GOVERNANCE REPORT

Between my past, the present and the future,
there is one common factor: Relationship and
Trust. This is the foundation of our growth.
- Founder Chairman Shri Dhirubhai H. Ambani
In accordance with Clause 49 of the Listing Agreement
with BSE Limited (BSE) and the National Stock Exchange
of India Limited (NSE), the report containing the details of
Corporate Governance systems and processes at Reliance
Industries Limited is as follows:
At Reliance Industries Limited (RIL), Corporate Governance
is all about maintaining a valuable relationship and
trust with all stakeholders. We consider stakeholders
as partners in our success, and we remain committed
to maximising stakeholders value, be it shareholders,
employees, suppliers, customers, investors, communities
or policy makers. This approach to value creation
emanates from our belief that sound governance system,
based on relationship and trust, is integral to creating
enduring value for all. We have a defined policy framework
for ethical conduct of businesses. We believe that any
business conduct can be ethical only when it rests on the
six core values of Customer Value, Ownership Mindset,
Respect, Integrity, One Team and Excellence.
STATEMENT ON COMPANYS PHILOSOPHY ON

CODE OF GOVERNANCE
Corporate Governance encompasses a set of systems and

practices to ensure that the Companys affairs are being
managed in a manner which ensures accountability,
transparency and fairness in all transactions in the widest
sense. The objective is to meet stakeholders aspirations
and societal expectations. Good governance practices
stem from the dynamic culture and positive mindset of the
organisation. We are committed to meet the aspirations of
all our stakeholders. This is demonstrated in shareholder
returns, high credit ratings, governance processes and an
entrepreneurial performance focused work environment.
Additionally, our customers have benefited from high
quality products delivered at extremely competitive
prices.
The essence of Corporate Governance lies in promoting
and maintaining integrity, transparency and accountability
in the managements higher echelons. The demands of
Corporate Governance require professionals to raise their
competence and capability levels to meet the expectations
in managing the enterprise and its resources effectively
with the highest standards of ethics. It has thus become
crucial to foster and sustain a culture that integrates all
components of good governance by carefully balancing

the complex inter-relationship among the Board of
Directors, Audit Committee, Finance, Compliance and
Assurance teams, Auditors and the senior management.
Our employee satisfaction is reflected in the stability of
our senior management, low attrition across various levels
and substantially higher productivity. Above all, we feel
honoured to be integral to Indias social development.
Details of several such initiatives are available in the
Report on Corporate Social Responsibility.
At RIL, we believe that as we move closer towards our
aspirations of being a global corporation, our Corporate
Governance standards must be globally benchmarked.
Therefore, we have institutionalised the right building
blocks for future growth. The building blocks will ensure
that we achieve our ambition in a prudent and sustainable
manner. RIL not only adheres to the prescribed Corporate
Governance practices as per Clause 49 of the Listing
Agreement with the Stock Exchanges in India (Listing
Agreement), but is also committed to sound Corporate
Governance principles and practices. It constantly
strives to adopt emerging best practices being followed
worldwide. It is our endeavour to achieve higher standards
and provide oversight and guidance to the management
in strategy implementation, risk management and
fulfilment of stated goals and objectives.
Over the years, we have strengthened governance
practices. These practices define the way business is
conducted and value is generated. Stakeholders interests
are taken into account, before making any business
decision. RIL has the distinction of consistently rewarding
its shareholders over 37 eventful years from its first IPO.
Since then, RIL has moved from one big idea to another
and these milestones continue to fuel its relentless pursuit
of ever-higher goals.
On stand-alone basis, we have grown by a Compounded
Annual Growth Rate (CAGR) of Revenues 25.8%, EBITDA
26.4% and Net Profit 27.4%. The financial markets have
endorsed our sterling performance and the market
capitalization has increased by CAGR of 31.7% during
the same period. In terms of distributing wealth to
our shareholders, apart from having a track record of
uninterrupted dividend payout, we have also delivered
consistent unmatched shareholder returns since listing.
The result of our initiative is our ever widening reach
and recall. Our shareholder base has grown from 52,000
after the IPO to a consolidated present base of around 2.8
million.
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Corporate Overview
Management Review
Governance
Financial Statements
Shareholder Information
Corporate Governance Report
For decades, RIL is growing in step with Indias industrial

and economic development. The Company has helped
transform the Indian economy with big-ticket projects
and world-class execution. The quest to help elevate
Indias quality of life continues unabated. It emanates from
a fundamental article of faith: What is good for India is
good for Reliance.
We believe, Corporate Governance is not just a destination,
but a journey to constantly improve sustainable value
creation. It is an upward-moving target that we collectively
strive towards achieving. Our multiple initiatives towards
maintaining the highest standards of governance are
detailed in the following pages.
Appropriate Governance Structure with defined

roles and responsibilities
The Company has put in place an internal governance
structure with defined roles and responsibilities
of every constituent of the system. The Companys
shareholders appoint the Board of Directors, which in
turn governs the Company. The Board has established
seven Committees to discharge its responsibilities in an
effective manner. RILs Company Secretary acts as the
Secretary to all the Committees of the Board constituted
under the Companies Act, 1956 / Companies Act,
2013. The Chairman and Managing Director (CMD)
provides overall direction and guidance to the Board.
Concurrently, the CMD is responsible for overall
implementation. In the operations and functioning of
the Company, the CMD is assisted by four Executive
Directors and a core group of senior level executives.
Board Leadership
A majority of the Board, 7 out of 13, are Independent
Directors. At RIL, it is our belief that an enlightened Board
consciously creates a culture of leadership to provide
a long-term vision and policy approach to improve
the quality of governance. The Boards actions and
decisions are aligned with the Companys best interests.
It is committed to the goal of sustainably elevating the
Companys value creation. The Company has defined
guidelines and an established framework for the meetings
of the Board and Board Committees. These guidelines
seek to systematise the decision-making process at
the meeting of the Board and Board Committees in an
informed and efficient manner.
The Board critically evaluates the Companys strategic
direction, management policies and their effectiveness.
The agenda for the Board reviews include strategic review
from each of the Board committees, a detailed analysis
and review of annual strategic and operating plans and
capital allocation and budgets. Additionally, the Board
reviews related party transactions, possible risks and risk
mitigation measures, financial reports from the CFO and

business reports from each of the sector heads. Frequent
and detailed interaction sets the agenda and provides the
strategic roadmap for the Companys future growth.
Ethics/Governance Policies
At RIL, we strive to conduct our business and strengthen
our relationships in a manner that is dignified, distinctive
and responsible. We adhere to ethical standards to ensure
integrity, transparency, independence and accountability
in dealing with all stakeholders. Therefore, we have
adopted various codes and policies to carry out our duties
in an ethical manner. Some of these codes and policies are:
Code of Conduct
Code of Conduct for Prohibition of Insider Trading
Health, Safety and Environment (HSE) Policy
Vigil Mechanism and Whistle Blower Policy
Policy on Materiality of Related Party Transactions and
on Dealing with Related Party Transactions
Corporate Social Responsibility Policy
Policy for Selection of Directors and determining
Directors Independence
Remuneration Policy for Directors, Key Managerial
Personnel and other Employees
Policy for determining Material Subsidiaries
Audits and internal checks and balances

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

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

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

RIL maintains the highest standards of Corporate Governance.
It is the Companys constant endeavour to adopt the best
Corporate Governance practices keeping in view the
international codes of Corporate Governance and practices of
well-known global companies. Some of the best implemented
global governance norms include the following:
The Company has a designated Lead Independent
Director with a defined role.
All securities related filings with Stock Exchanges and
SEBI are reviewed every quarter by the Companys
Stakeholders Relationship Committee of Directors.
The Company has independent Board Committees
for matters related to Corporate Governance and
stakeholders interface and nomination of Board
members.
The Companys internal audit is also conducted by
independent auditors.
The Company also undergoes quarterly secretarial
audit conducted by an independent company secretary
who is in whole-time practice. The quarterly secretarial
audit reports are placed before the Board and the
annual secretarial audit report placed before the Board,
is included in the Annual Report.
Business and Functional Risk and Assurance

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

RIL commenced annual reporting on its triple-bottomline performance from the Financial Year 2004-05. All its
sustainability reports are externally assured and Global
Reporting Initiative (GRI) application level checked.
The maiden report received in-accordance status from
GRI and all subsequent reports are GRI G3 Checked A+
application level reports. From Financial Year 2006-07,
in addition to referring GRI G3 Sustainability Reporting
Guidelines, RIL refers to the American Petroleum Institute
/ the International Petroleum Industry Environmental
Conservation Association Sustainability Reporting
Guidelines and the United Nations Global Compact
Principles. RIL has also aligned its sustainability activities
with the focus areas of the World Business Council for
Sustainable Development. From the Financial Year 201112, Reliance adopted the newly published GRI G3.1
guidelines and is additionally referring to GRI G3.1 Oil &
Gas Sector Supplement. RIL has aligned its sustainability
report with the National Voluntary Guidelines on Social,
Environmental and Economic Responsibilities of Business
framed by the Government of India.
Working towards Planet, People, Product,

Processes and Profit
RIL works towards attaining a sustained financial bottom
line along with enhancing the natural human capital
and product development. It is committed to reduce its
negative impacts and enhance its positive impacts on the
society as well as the natural environment.
RIL supports life cycle assessment studies being done
by Indian Centre for Plastics in the Environment (ICPE)
and also works with the Bureau of Indian Standards for
formulating standards and guidelines.
In addition to making a positive economic contribution to
the nation and society at large, it has focused its energies
on identifying specific impact areas. It endeavours to
alleviate the underprivileged and marginalized sections of
the society and has an active engagement with them to
ensure their holistic development.
It aims to develop innovative products and processes
to sustain its growth momentum. It also invests in R&D
across its businesses, to serve the current and emerging
needs of growth and efficiency of its businesses, and to
develop new path - breaking technologies.
Social, Environmental and Economic

Responsibilities
RIL is committed to create value for the nation and
enhance the quality of life across the entire socioeconomic spectrum. RIL believes that Corporate Social
Responsibility extends beyond the ambit of business
and should focus on a broad portfolio of assets - human,
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Corporate Overview
Management Review
Governance
physical, environmental and social. RIL gives utmost

importance to conservation of the natural capital at its
operations. RIL is committed to responsible stewardship
of the natural resources to conduct its operations in a
sustainable manner. To strengthen its commitment to
responsible business, the Board of the Company has
adopted Business Responsibility Framework based
on the principles of National Voluntary Guidelines on
Social, Environmental and Economic Responsibilities of
Business (NVG) as issued by the Ministry of Corporate
Affairs, Government of India. In sync with the same
and Clause 55 of the Listing Agreement, a Business
Responsibility Report is attached forming part of
the Annual Report. This Report is in addition to RILs
Sustainability Reporting in accordance with Global
Reporting Initiative (GRI).
General meetings, Payment of Dividend, Maintenance of

Registers and Records, Minutes of Meetings, Transmission
of Shares and Debentures, Passing of Resolutions by
Circulation, Affixing of Common Seal and Boards Report.
Although these standards, as of now, are recommendatory
in nature, the Company substantially adheres to these
standards voluntarily.
BOARD OF DIRECTORS
Board composition and category of Directors
The Companys policy is to maintain optimum
combination of Executive and Non-Executive Directors.
The composition of the Board and category of Directors
are as follows:
Category
Promoter Directors
Shareholders communications
The Board recognises the importance of two-way
communication with shareholders and giving a balanced
report of results and progress and responding to questions
and issues raised in a timely and consistent manner. RILs
corporate website (www.ril.com) has information for
institutional and retail shareholders alike. Shareholders
seeking information related to their shareholding may
contact the Company directly or through any of the
Investor service centres of the Companys Registrars and
Transfer Agents spread over 82 cities across India, details of
which are available on the Companys website. RIL ensures
that complaints and suggestions of its shareholders are
responded to in a timely manner. A comprehensive and
informative shareholders referencer is appended to this
Annual Report.
Role of the Company Secretary in overall

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

by the Institute of Company Secretaries of India
The Institute of Company Secretaries of India (ICSI), one of
Indias premier professional bodies, has issued Secretarial
Standards on important aspects like Board meetings,
Executive Directors
Independent Directors
Name of Directors
Mukesh D. Ambani
Chairman and
Managing Director
Nita M. Ambani
Non-Executive
Non-Independent Director
Nikhil R. Meswani
Hital R. Meswani
P.M.S. Prasad
Pawan Kumar Kapil
Mansingh L. Bhakta
Yogendra P. Trivedi
Dr. Dharam Vir Kapur
Prof. Ashok Misra
Prof. Dipak C. Jain
Dr. Raghunath A. Mashelkar
Adil Zainulbhai
Smt. Nita M. Ambani is the spouse of Shri Mukesh D.

Ambani. Shri Nikhil R. Meswani and Shri Hital R. Meswani,
are brothers. None of the other directors are related to any
other director on the Board.
Selection of Independent Directors

Considering the requirement of skill sets on the Board,
eminent people having an independent standing
in their respective field/profession, and who can
effectively contribute to the Companys business
and policy decisions are considered by the Human
Resources, Nomination and Remuneration Committee,
for appointment, as Independent Directors on the
Board. The Committee, inter alia, considers qualification,
positive attributes, area of expertise and number
of Directorships and Memberships held in various
committees of other companies by such persons in
accordance with the Companys Policy for Selection of
Directors and determining Directors independence. The
Board considers the Committees recommendation, and
takes appropriate decision.
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Every Independent Director, at the first meeting of
the Board in which he participates as a Director and
thereafter at the first meeting of the Board in every
financial year, gives a declaration that he meets the
criteria of independence as provided under law.
discuss matters pertaining to the Companys affairs and

put forth their views to the Lead Independent Director.
The Lead Independent Director takes appropriate steps to
present Independent Directors views to the Chairman and
Managing Director.
Familiarisation programmes for Board Members
Six meetings of Independent Directors were held during

the year.
The Board members are provided with necessary

documents/brochures, reports and internal policies to
enable them to familiarise with the Companys procedures
and practices.
Periodic presentations are made at the Board and Board
Committee Meetings, on business and performance
updates of the Company, global business environment,
business strategy and risks involved. Detailed
presentations on the Companys business segments
were made at the separate meetings of the Independent
Directors held during the year.
Quarterly updates on relevant statutory changes and
landmark judicial pronouncements encompassing
important laws are regularly circulated to the Directors.
Site visits to various plant locations are organized for the
Directors to enable them to understand the operations of
the Company.
The details of such familiarization programmes
for Independent Directors are posted on the
website of the Company and can be accessed at
http://www.ril.com/getattachment/3b0559bd-20fd4e3e-8a35-1c0a8f090224/Familiarisation-Programme-forIndependent-Director.aspx
Lead Independent Director

The Companys Board of Directors has designated Shri
Mansingh L. Bhakta as the Lead Independent Director. The
Lead Independent Directors role is as follows:
To preside over all meetings of Independent Directors
To ensure there is an adequate and timely flow of
information to Independent Directors
To liaise between the Chairman and Managing Director,
the Management and the Independent Directors
To preside over meetings of the Board and Shareholders
when the Chairman and Managing Director is not
present, or where he is an interested party
To perform such other duties as may be delegated to the
Lead Independent Director by the Board/ Independent
Directors
Meetings of Independent Directors

The Companys Independent Directors meet at least once
in every financial year without the presence of Executive
Directors or management personnel. Such meetings are
conducted informally to enable Independent Directors to
Code of Conduct
The Company has in place a comprehensive Code of
Conduct (the Code) applicable to all the employees and
Non-executive Directors including Independent Directors.
The Code is applicable to Non-executive Directors
including Independent Directors to such extent as may
be applicable to them depending on their roles and
responsibilities. The Code gives guidance and support
needed for ethical conduct of business and compliance
of law. The Code reflects the values of the Company viz.
- Customer Value, Ownership Mind-set, Respect, Integrity,
One Team and Excellence.
A copy of the Code has been put on the Companys
website (www.ril.com). The Code has been circulated to
Directors and Management Personnel, and its compliance
is affirmed by them annually.
A declaration signed by the Companys Chairman and
Managing Director is published in this Report.
Directors Profile
A brief resume of Directors, nature of their expertise in
specific functional areas and names of companies in which
they hold Directorships, Memberships/ Chairmanships of
Board Committees, and shareholding in the Company are
provided in this Report.
BOARD MEETINGS, BOARD COMMITTEE

MEETINGS AND PROCEDURES
Institutionalized decision-making process
The Board of Directors is the apex body constituted
by shareholders for overseeing the Companys overall
functioning. The Board provides and evaluates the
Companys strategic direction, management policies and
their effectiveness, and ensures that shareholders longterm interests are being served.
The Board has constituted seven Committees, namely
Audit Committee, Human Resources, Nomination and
Remuneration Committee, Corporate Social Responsibility
and Governance Committee, Stakeholders Relationship
Committee, Health, Safety and Environment Committee,
Finance Committee and Risk Management Committee.
The Board is authorised to constitute additional functional
Committees, from time to time, depending on business
needs.
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Corporate Overview
Management Review
Governance
127
The Companys internal guidelines for Board/Board

Committee meetings facilitate the decision making
process at its meetings in an informed and efficient
manner. The following sub-sections deal with the practice
of these guidelines at RIL.
Scheduling and selection of agenda items for

Board meetings
Minimum five pre-scheduled Board meetings are held
annually. Additional Board meetings are convened by
giving appropriate notice to address the Companys specific
needs. In case of business exigencies or urgency of matters,
resolutions are passed by circulation.
The meetings are usually held at the Companys office at
Maker Chambers IV, 222 Nariman Point, Mumbai 400 021.
The Companys various business heads / service heads
are advised to schedule their work plans well in advance,
particularly with regard to matters requiring discussion/
approval/decision at Board/Board Committee meetings.
Such matters are communicated by them to the Company
Secretary in advance so that they are included in the agenda
for Board/Board Committee meetings.
The Board is given presentations covering Finance, Sales,
Marketing, the Companys major business segments and
their operations, overview of business operations of major
subsidiary companies, global business environment, the
Companys business areas, including business opportunities
and strategy and risk management practices before taking
on record the Companys quarterly/annual financial results.
The items / matters required to be placed before the Board,
inter alia, include:
Annual operating plans of businesses and budgets
including capital budgets and any updates
Quarterly results of the Company and its operating
divisions or business segments
Companys annual Financial Results, Financial
Statements, Auditors Report and Boards Report
Minutes of meetings of the Audit Committee and other
Committees of the Board
Show cause, demand, prosecution notices and penalty
notices, which are materially important
Fatal or serious accidents, dangerous occurrences, and
any material effluent or pollution problems
Any material default in financial obligations to and by
the Company, or substantial non-payment for goods
sold by the Company
Any issue, which involves possible public or product
liability claims of substantial nature, including any
judgment or order, which may have passed strictures on
the conduct of the Company or taken an adverse view

regarding another enterprise that can have negative
implications on the Company
Details of any joint venture or collaboration agreement
Transactions that involve substantial payment towards
goodwill, brand equity or intellectual property
Significant labour problems and their proposed
solutions. Any significant development in Human
Resources/Industrial Relations front like implementation
of Voluntary Retirement Scheme, etc.
Sale of material nature of investments, subsidiaries,
assets, which is not in normal course of business.
Quarterly details of foreign exchange exposures, and
steps taken by management to limit risks of adverse
exchange rate movement, if material
Non-compliance of any regulatory, statutory or listing
requirements, and shareholders service, such as
dividend non-payment, share transfer delay (if any),
among others
Appointment,
Directors
remuneration
and
resignation
of
Formation/reconstitution of Board Committees

Terms of reference of Board Committees
Minutes of Board meetings of unlisted subsidiary
companies
Declaration of Independent Directors at the time of
appointment/annually
Disclosure of Directors interest and their shareholding
Appointment or removal of the Key Managerial
Personnel
Appointment of Internal Auditors and Secretarial
Auditors
Quarterly / Annual Secretarial Audit reports submitted
by Secretarial Auditors
Dividend declaration
Quarterly summary of all long-term borrowings made,
bank guarantees issued and loans and investments
made
Significant changes in accounting policies and internal
controls
Takeover of a company or acquisition of a controlling or
substantial stake in another company
Statement of significant transactions, related party
transactions and arrangements entered by unlisted
subsidiary companies
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Issue of securities including debentures
Recommending appointment of and fixing of
remuneration of the Auditors as recommended by the
Audit Committee
Recording minutes of proceedings at Board and

Committee meetings
Internal Audit findings and External Audit Reports

(through the Audit Committee)
The Company Secretary records minutes of proceedings

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

Proposals
for
major
investments,
amalgamations and reconstructions
Post meeting follow-up mechanism
mergers,
Status of business risk exposures, its management and

related action plans
Making of loans and investment of surplus funds
Borrowing of monies, giving guarantees or providing
security in respect of loans
Buyback of securities by the Company
Diversify the business of the Company
Brief on statutory developments, changes in
government policies, among others with impact
thereof, Directors responsibilities arising out of any
such developments
Compliance Certificate certifying compliance with all
laws as applicable to the Company
Reconciliation of Share Capital Audit Report under SEBI
(Depositories and Participants) Regulations, 1996
Brief on information disseminated to the press
The Chairman of the Board and Company Secretary, in
consultation with other concerned members of the senior
management, finalise the agenda for Board meetings.
Board material distributed in advance
The agenda and notes on agenda are circulated to

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

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

on agenda and minutes of the meeting(s), is responsible
for and is required to ensure adherence to all applicable
laws and regulations, including the Companies Act, 1956/
Companies Act, 2013 read with rules issued thereunder,
as applicable and the Secretarial Standards recommended
by the Institute of Company Secretaries of India.
Number of Board meetings held with dates
Seven Board meetings were held during the year, as

against the minimum requirement of four meetings.
The details of Board meetings are given below:
Board Strength
No. of Directors
Present
April 18, 2014
14
13
May 29, 2014
14
14
July 19, 2014
14
14
October 13, 2014
14
12
December 08, 2014
14
13
January 16, 2015
14
14
February 19, 2015
14
11
Date
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Corporate Overview
Management Review
Governance
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:
Attendance at
meetings during
2014-15
Board
AGM
No. of Other
Directorship(s) as
on 31-03-2015
(1)
Mukesh D. Ambani
Yes
Nil
Nikhil R. Meswani
Yes
1 (as Chairman)
Hital R. Meswani
Yes
P.M.S. Prasad
Yes
Pawan Kumar Kapil
Yes
Nil
Nil
Ramniklal Ambani *
No
N.A.
N.A.
Mansingh L. Bhakta
Yes
Nil
Nil
Yogendra P. Trivedi
Yes
Yes
4 (including 3 as Chairman)
Mahesh P. Modi #
Yes
N.A.
N.A.
Prof. Ashok Misra
Yes
Prof. Dipak C. Jain
Yes
Yes
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Adil Zainulbhai
Yes
5 (including 4 as Chairman)
Nita M. Ambani ^
N.A.
Nil
Name of
the Director
(1)
No. of Membership(s) /Chairmanship(s)

of Board Committees in other
Companies as on 31-03-2015
(2)
The Directorships, held by Directors as mentioned above, do not include directorships in foreign companies.
(2) In accordance with Clause 49 of the Listing Agreement, Memberships/Chairmanships of only Audit Committees and Stakeholders Relationship Committees
in all public limited companies (excluding Reliance Industries Limited) have been considered.
*
Ceased to be a Director w.e.f. June 18, 2014. 2 meetings were held during his tenure.
Ceased to be a Director w.e.f February 15, 2015. 6 meetings were held during his tenure.
Appointed as Director, w.e.f. June 18, 2014. 5 meetings were held during her 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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BOARD COMMITTEES:
Details of the Board Committees and other related information are provided hereunder:
Composition of Board Committees

Human Resources, Nomination and
Remuneration Committee
Audit Committee
1. Yogendra P. Trivedi
Independent Director
(Chairman of the Committee)
1. Adil Zainulbhai
2. Dr. Raghunath A. Mashelkar

3. Adil Zainulbhai
3. Dr. Dharam Vir Kapur

Corporate Social Responsibility

and Governance Committee

Stakeholders Relationship Committee
2. Nikhil R. Meswani
Executive Director
Executive Director

3. Hital R. Meswani
Executive Director
4. Prof. Ashok Misra
Health, Safety and

Environment Committee
Finance Committee
1. Hital R. Meswani
Executive Director
1. Mukesh D. Ambani
Chairman and Managing Director

Executive Director
3. P.M.S. Prasad
Executive Director
3. Hital R. Meswani
Executive Director
4. Pawan Kumar Kapil

Executive Director
Risk Management Committee*

1. Adil Zainulbhai
2. Hital R. Meswani
Executive Director
4. Alok Agarwal
Chief Financial Officer
5. Srikanth Venkatachari
Joint Chief Financial Officer
3. P.M.S. Prasad
Executive Director
* Constituted on October 13, 2014 in accordance with provisions of Clause 49 of the Listing Agreement.
Shri K. Sethuraman, Group Company Secretary and Chief Compliance Officer, is the Secretary of all Board
Committees constituted under the Companies Act, 1956 / Companies Act, 2013.
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Management Review
Governance
131
Meetings of Board Committees held during the year and Directors attendance:
Board Committees
Human
Resources
Audit
Nomination
Committee
and
Remuneration
Committee
Meetings held
Corporate
Social
Responsibility
and
Governance
Committee
Stakeholders
Relationship
Committee
Health,
Safety
and
Environment
Committee
Risk
Finance Management
Committee
Committee
(1)
Mukesh D. Ambani
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
Nikhil R. Meswani
N.A.
N.A.
N.A.
N.A.
Hital R. Meswani
N.A.
N.A.
N.A.
P.M.S. Prasad
N.A.
N.A.
N.A.
N.A.
N.A.
Pawan Kumar Kapil
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
Mansingh L. Bhakta
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
Mahesh P. Modi *
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
Prof. Ashok Misra
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
Prof. Dipak C. Jain
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
Directors Attendance
Yogendra P. Trivedi

Adil Zainulbhai
N.A.
N.A.
N.A.
N.A.
Nita M. Ambani
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A. Not a member of the Committee

*
Ceased to be a member of the Audit Committee w.e.f. February 15, 2015. 8 meetings were held during his tenure.
(1)
The Committee was constituted on October 13, 2014
Procedure at Committee Meetings
The Companys guidelines relating to Board meetings are

applicable to Committee meetings as far as practicable.
Each Committee has the authority to engage outside
experts, advisors and counsels to the extent it considers
appropriate to assist in its function. Minutes of proceedings
of Committee meetings are circulated to the Directors and
placed before Board meetings for noting.
Terms of Reference and other details of Board
Committees
To obtain outside legal or other professional advice

To secure attendance of outsiders with relevant
expertise, if it considers necessary
Role of the Audit Committee, inter alia, includes the
following:
Oversight of the Companys financial reporting process
and the disclosure of its financial information to ensure
that the financial statement is correct, sufficient and
credible
Recommending the appointment, remuneration and
terms of appointment of statutory auditors including
cost auditors of the Company
Audit Committee
Composition of the Committee
Yogendra P. Trivedi
Adil Zainulbhai
Approving payment to statutory auditors, including

cost auditors, for any other services rendered by them
Reviewing with the management, the annual financial

statements and auditors report thereon before
submission to the Board for approval, with particular
reference to:
The Committees composition meets with requirements of

Section 177 of the Companies Act, 2013 and Clause 49 of
the Listing Agreement. Members of the Audit Committee
possess financial / accounting expertise / exposure.
Powers of the Audit Committee
To investigate any activity within its terms of reference
To seek information from any employee
Matters required to be included in the Directors

Responsibility Statement to be included in the
Boards Report in terms of clause (c) of sub-section 3
of Section 134 of the Companies Act, 2013;
Changes, if any, in accounting policies and practices

and reasons for the same;
132

Major accounting entries involving estimates based

on the exercise of judgement by the management;
Significant adjustments made in financial statements

arising out of audit findings;
To look into the reasons for substantial defaults, if

any, in the payment to depositors, debenture holders,
shareholders (in case of non-payment of declared
dividends) and creditors
Compliance with listing and other legal requirements

relating to financial statements;
To review the functioning of the Vigil Mechanism and

Whistle Blower mechanism
Disclosure of any related party transactions; and
Qualifications in draft audit report.
Approval of appointment of the CFO (i.e. the wholetime Finance Director or any other person heading the
finance function or discharging that function) after
assessing qualifications, experience and background,
etc. of the candidate
Reviewing, with the management, the quarterly

financial statements before submission to the Board for
approval
Monitoring and reviewing with the management, the
statement of uses/ application of funds raised through
an issue (public issue, rights issue, preferential issue, etc.),
the statement of funds utilised for purposes other than
those stated in the offer document/prospectus/notice
and the report submitted by the monitoring agency
monitoring the utilisation of proceeds of a public or
rights issue, and making appropriate recommendations
to the Board to take up steps in this matter
Carrying out any other function as is mentioned in the

terms of reference of the Audit Committee.
Reviewing financial statements, in particular the
investments made by the Companys unlisted
subsidiaries
Reviewing the following information:

The Management Discussion and Analysis of
financial condition and results of operations;
Statement of significant related party transactions

(as defined by the Audit Committee), submitted by
management;

Management letters/letters of internal control
weaknesses issued by the statutory auditors;
Valuation of undertakings or assets of the Company,

wherever it is necessary
Internal audit reports relating to internal control

weaknesses; and
Evaluation of internal financial controls and risk

management systems
Reviewing the appointment, removal and terms of

remuneration of the Chief internal auditor / internal
auditor(s).
Reviewing and monitoring the auditors independence

and performance, and effectiveness of audit process
Approval or any subsequent modification
transactions of the Company with related parties
of
Scrutiny of inter-corporate loans and investments
Reviewing, with the management, the performance of

statutory auditors and internal auditors, adequacy of
internal control systems
Formulating the scope, functioning, periodicity and
methodology for conducting the internal audit
Reviewing the adequacy of internal audit function,
if any, including the structure of the internal audit
department, staffing and seniority of the official
heading the department, reporting structure coverage
and frequency of internal audit
Discussion with internal auditors of any significant
findings and follow-up thereon
Reviewing the findings of any internal investigations
by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the
matter to the Board
Discussion with statutory auditors before the audit
commences, about the nature and scope of audit as
well as post audit discussion to ascertain any area of
concern
General
The representatives of statutory auditors are permanent
invitees to the Audit Committee Meetings. They have
attended all the Audit Committee meetings held during
the year. Executives of Accounts Department, Finance
Department, Corporate Secretarial Department and
Internal Audit department and representatives of internal
auditors attend Audit Committee Meetings. The cost
auditors attend the Audit Committee Meeting where
cost audit reports are discussed. The due date for filing
the cost audit reports in XBRL mode for the financial year
ended March 31, 2014 was September 27, 2014 and the
cost audit reports were filed by the Lead Cost Auditor
on September 23, 2014. The due date for filing the cost
audit reports for the financial year ended March 31, 2015
is October 30, 2015.
The internal auditor reports directly to the Audit
Committee.
The Chairman of the Audit Committee was present at the
last Annual General Meeting held on June18, 2014.
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Meeting Details
Nine meetings (including one adjourned meeting) of the
Audit Committee were held during the year. The details
of meetings and attendance are given on page no. 131 of
this Report.
Human Resources, Nomination and

Remuneration Committee
the specified time period within which the employee

shall exercise the vested options in the event of
termination or resignation of an employee;
the right of an employee to exercise all options

vested in him at one time or various points of time
within the exercise period;

the procedure for making a fair and reasonable
adjustment to the number of options and to the
exercise price in case of corporate actions, such as
rights issues, bonus issues, merger, sale of division
and others;
the granting, vesting and exercising of options in

case of employees who are on long leave; and

Adil Zainulbhai
Yogendra P. Trivedi
The Committees constitution and terms of reference are

in compliance with provisions of the Companies Act, 2013,
Clause 49 of the Listing Agreement and Securities and
Exchange Board of India (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999,
as amended from time to time.
Terms of Reference of the Committee, inter alia,
includes the following:
To identify persons who are qualified to become
Directors and who may be appointed in senior
management in accordance with the criteria laid down
and to recommend to the Board their appointment
and/or removal
To carry out evaluation of every Directors performance
To formulate the criteria for determining qualifications,
positive attributes and independence of a Director,
and recommend to the Board a policy, relating to
the remuneration for the Directors, key managerial
personnel and other employees
To formulate the criteria for evaluation of Independent
Directors and the Board
To devise a policy on Board diversity
To recommend/review remuneration of the Managing
Director(s) and Whole-time Director(s) based on their
performance and defined assessment criteria
To administer, monitor and formulate detailed terms
and conditions of the Employees Stock Option Scheme
including:

the quantum of options to be granted under
Employees Stock Option Scheme per employee and
in aggregate;

the conditions under which option vested in
employees may lapse in case of termination of
employment for misconduct;

the exercise period within which the employee
should exercise the option, and that the option
would lapse on failure to exercise the option within
the exercise period;
the procedure for cashless exercise of options.

To carry out any other function as is mandated by
the Board from time to time and / or enforced by any
statutory notification, amendment or modification, as
may be applicable;
To perform such other functions as may be necessary
or appropriate for the performance of its duties.
Meeting Details
Six meetings of the Human Resources, Nomination and
Remuneration Committee were held during the year. The
details of meeting and attendance are given on page no.
131 of this Report.
The details relating to remuneration of Directors, as
required under Clause 49 of the Listing Agreement,
have been given under a separate section, viz. Directors
Remuneration in this report.
Stakeholders Relationship Committee

Yogendra P. Trivedi
Nikhil R. Meswani
Executive Director
Hital R. Meswani
Executive Director
Prof. Ashok Misra
The Stakeholders Relationship Committee (SR

Committee) was constituted by the Board on April 18,
2014 consequent to the dissolution of the Shareholders/
Investors Grievance Committee (SIG Committee). The SR
Committee is primarily responsible to review all matters
connected with the Companys transfer of securities
and redressal of shareholders / investors / security
holders complaints. The Committee also monitors the
implementation and compliance with the Companys
Code of Conduct for prohibition of Insider Trading.
The SR Committees composition and the terms of
reference meet with the requirements of Clause 49 of the
Listing Agreement and provisions of the Companies Act,
2013.
133
134

Oversee and review all matters connected with the
transfer of the Companys securities
Approve issue of the Companys duplicate share /
debenture certificates
Consider, resolve and monitor redressal of investors
/ shareholders / security holders grievances related
to transfer of securities, non-receipt of Annual Report,
non-receipt of declared dividend etc.
Oversee the performance of the Companys Registrars
and Transfer Agents
Recommend methods to upgrade the standard of
services to investors
Monitor implementation and compliance with the
Companys Code of Conduct for Prohibition of Insider
Trading
Carry out any other function as is referred by the Board
from time to time and / or enforced by any statutory
notification / amendment or modification as may be
applicable
Perform such other functions as may be necessary or
appropriate for the performance of its duties
Meeting Details
Four meetings (including one of SIG Committee) of the
SR Committee were held during the year. The details of
meetings and attendance are given on page no. 131 of
this Report.
Compliance Officer
Shri K. Sethuraman, Group Company Secretary and
Chief Compliance Officer, is the Compliance Officer for
complying with requirements of Securities Laws and
Listing Agreements with Stock Exchanges.
Prohibition of Insider Trading
With a view to regulate trading in securities by the directors
and designated employees, the Company has adopted a
Code of Conduct for Prohibition of Insider Trading.
Investor Grievance Redressal
The number of complaints received and resolved to the
satisfaction of investors during the year under review and
their break-up are as under:
Type of Complaints
Non-Receipt of Annual Reports
Non-Receipt of Dividend Warrants
Non-Receipt of Interest/ Redemption
Warrants
Non-Receipt of Certificates
TOTAL
Number of
Complaints
202
1755
117
226
2300
As on March 31, 2015, no complaints were outstanding.
Corporate Social Responsibility and Governance

Committee
Yogendra P. Trivedi
Nikhil R. Meswani
Executive Director
The Committees prime responsibility is to assist the

Board in discharging its social responsibilities by way
of formulating and monitoring implementation of the
framework of corporate social responsibility policy,
observe practices of Corporate Governance at all levels,
and to suggest remedial measures wherever necessary.
The Board has also empowered the Committee to look into
matters related to sustainability and overall governance.
The Committees constitution and terms of reference meet
with the requirements of the Companies Act, 2013.
To formulate and recommend to the Board, a Corporate
Social Responsibility (CSR) Policy indicating activities
to be undertaken by the Company in compliance with
provisions of the Companies Act, 2013 and rules made
thereunder
To recommend the amount of expenditure to be
incurred on the CSR activities
To monitor the implementation of the CSR Policy of the
Company from time to time
To approve the Corporate Sustainability Reports and
oversee the implementation of sustainability activities
To oversee the implementation of polices contained
in the Business Responsibility Policy Manual and to
make any changes / modifications, as may be required,
from time to time and to review and recommend the
Business Responsibility Reports (BRR) to the Board for
its approval
To observe practices of Corporate Governance at all
levels and to suggest remedial measures wherever
necessary
To ensure compliance with Corporate Governance
norms prescribed under Listing Agreements with Stock
Exchanges, the Companies Act and other statutes or
any modification or re-enactment thereof
To advise the Board periodically with respect to
significant developments in the law and practice of
Corporate Governance and to make recommendations
to the Board for appropriate revisions to the Companys
Corporate Governance Guidelines
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Corporate Overview
Management Review
Governance
To monitor the Companys compliance with Corporate

Governance Guidelines and applicable laws and
regulations and make recommendations to the Board
on all such matters and on any corrective action to be
taken, as the Committee may deem appropriate
To review and assess the adequacy of the Companys
Corporate Governance Manual, Code of Conduct for
Directors and Senior Management, Code of Ethics and
other internal policies and guidelines and monitor that
principles described therein are being incorporated
into the Companys culture and business practices
To formulate / approve codes and / or policies for better
governance
To provide correct inputs to the media so as to preserve
and protect the Companys image and standing
To disseminate factually correct information to
investors, institutions and the public at large
To establish oversight on important corporate
communication on behalf of the Company with the
assistance of consultants / advisors, if necessary
To ensure institution of standardised channels of
internal communications across the Company to
facilitate a high level of disciplined participation
To carry out any other function as is mandated by
the Board from time to time and/or enforced by any
statutory notification, amendment or modification as
may be applicable or as may be necessary or appropriate
for performance of its duties.
Meeting Details
Four meetings of the Corporate Social Responsibility and
Governance Committee were held during the year. The
details of meetings and attendance are given on page no.
131 of this Report.
Health, Safety and Environment Committee

Hital R. Meswani
Executive Director
P.M.S. Prasad
Executive Director
Pawan Kumar Kapil
Executive Director
The Health, Safety and Environment Committee is

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

Monitoring and ensuring the highest standards of
environmental, health and safety norms
Ensuring compliance with applicable pollution and
environmental laws at the Companys works / factories
/ locations by putting in place effective systems in this
regard and reviewing the same periodically
Reviewing, as the Committee deems appropriate, the
Companys health, safety and environment related
policy and making recommendations as necessary
Reviewing the Companys performance on health,
safety and environment related matters and suggesting
improvements as the Committee may deem necessary
Reviewing procedures and controls being followed at
the Companys various manufacturing facilities and
plants for compliance with relevant statutory provisions
Reviewing regularly and making recommendations
about changes to the charter of the Committee
Obtaining or performing an annual evaluation of the
Committees performance and making appropriate
recommendations.
Meeting Details
Four meetings of the Health, Safety and Environment
Committee were held during the year. The details of the
meetings and attendance are given on page no. 131 of
this Report.
Finance Committee
Mukesh D. Ambani
Nikhil R. Meswani
Hital R. Meswani
Chairman and
Managing Director
Executive Director
Executive Director

Review the Companys financial policies, risk assessment
and minimisation procedures, strategies and capital
structure, working capital and cash flow management,
and make such reports and recommendations to the
Board with respect thereto, as it may deem advisable
Review banking arrangements and cash management
Exercise all powers to borrow money (otherwise than
by issue of debentures) within limits approved by the
Board, and take necessary actions connected therewith,
including refinancing for optimisation of borrowing
costs
Give guarantees/issue letters of comfort/providing
securities within the limits approved by the Board
Borrow money by way of loan and/or issue and allot
bonds/notes denominated in one or more foreign
currencies in international markets for the purpose
of refinancing the existing debt, capital expenditure,
135
136

general corporate purposes, including working capital
requirements and possible strategic investments within
limits approved by the Board
Provide corporate guarantee/performance guarantee
by the Company within the limits approved by the
Board
Approve opening and operation of Investment
Management Accounts with foreign banks and appoint
them as agents, establishment of representative/sales
offices in or outside India
Carry out any other function as is mandated by the
Board from time to time and/or enforced by any
statutory notification, amendment or modification as
may be applicable
Other transactions or financial issues that the Board
may desire to have them reviewed by the Finance
Committee
Delegate authorities from time to time to the executives/
authorised persons to implement the Committees
decisions
Review regularly and make recommendations about
changes to the charter of the Committee
Clause 49 of the Listing Agreement. The Committees

prime responsibility is to implement and monitor the
risk management plan and policy of the Company. The
Committees constitution meets with the requirements of
Clause 49 of the Listing Agreement.
Role and Responsibilities of the Committee includes
the following:
Framing of Risk Management Plan and Policy
Overseeing implementation of Risk Management Plan
and Policy
Monitoring of Risk Management Plan and Policy
Validating the process of risk management
Validating the procedure for Risk Minimisation
Periodically reviewing and evaluating the Risk
Management Policy and practices with respect to risk
assessment and risk management processes
Continually obtaining reasonable assurance from
management that all known and emerging risks have
been identified and mitigated or managed
Performing such other functions as may be necessary
or appropriate for the performance of its oversight
function
Meeting Details
Four meetings of the Finance Committee were held during
the year. The details of meetings and attendance are given
on page no. 131 of this Report.
Meeting Details
Risk Management Committee
Directors Remuneration
Remuneration policy
The Companys Remuneration Policy for Directors, Key
Managerial Personnel and other employees is annexed
as Annexure IIIB to the Directors Report. Further, the
Company has devised a Policy for performance evaluation
of Independent Directors, Board, Committees and other
individual Directors.
Adil Zainulbhai
Hital R. Meswani
P.M.S. Prasad
Alok Agarwal
Srikanth Venkatachari
Executive Director
Executive Director
Chief Financial Officer
Joint Chief Financial Officer
The Risk Management Committee (RM Committee) was

constituted by the Board on October 13, 2014 adhering
to the requirements of the Companies Act, 2013 and
One meeting of the Committee was held during the year

and the details of meeting and attendance are given on
page no. 131 of this Report.
The Companys 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 2014-15:
(` in crore)
Name of the Director
Salary
Perquisites and
allowances
Retiral
benefits
Commission
payable
Performance
Linked Incentive*
Total
Stock options granted
Mukesh D. Ambani
4.16
0.60
0.83
9.41
15.00
Nil
Nikhil R. Meswani
1.15
1.45
0.23
9.20
12.03
Nil
Hital R. Meswani
1.15
1.45
0.23
9.20
12.03
Nil
P.M.S. Prasad
0.86
1.35
0.15
3.67
6.03
Nil
Pawan Kumar Kapil
0.50
0.75
0.09
1.07
2.41
Nil
* Performance Linked Incentive for the financial year (FY) 2013-14 was paid during the FY 2014-15.
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Governance
The Chairman and Managing Directors compensation has

been set at ` 15 crore as against ` 38.86 crore as approved,
reflecting his desire to continue to set a personal example
for moderation in managerial compensation levels.
Performance criteria for two Executive Directors, entitled
for Performance Linked Incentive (PLI), are determined
by the Human Resources, Nomination and Remuneration
Committee.
The tenure of office of the Managing Director and Wholetime Directors is for five years from their respective dates
of appointments, and can be terminated by either party by
giving three months notice in writing. There is no separate
provision for payment of severance fees.
Sitting fee and commission paid on net profit to NonExecutive Directors:
Name of the
Non-Executive
Director
(` in Lakh)
Sitting
Fee
Commission
Total
Ramniklal H. Ambani
1.00
21.66
22.66
Mansingh L. Bhakta
12.00
100.00
112.00
Yogendra P. Trivedi
36.00
100.00
136.00
27.00
100.00
127.00
Mahesh P. Modi
18.00
87.96
105.96
Prof. Ashok Misra
17.00
100.00
117.00
Prof. Dipak C. Jain
11.00
100.00
111.00
Dr. Raghunath A.
Mashelkar
28.00
100.00
128.00
Adil Zainulbhai
28.00
100.00
128.00
Nita M. Ambani
5.00
78.64
83.64
183.00
888.26
1071.26
TOTAL
During the year, the Company paid ` 0.36 crore as

professional fees to M/s. Kanga & Co., a firm in which
the Companys Director, Shri Mansingh L. Bhakta, is a
partner. There were no other pecuniary relationships
or transactions of Non-Executive Directors vis--vis the
Company. The Company has not granted any stock option
to any of its Non-Executive Directors.
Subsidiary Companies Monitoring Framework

All subsidiary companies are Board managed with their
Boards having the rights and obligations to manage such
companies in the best interest of their stakeholders. The
Company does not have any material unlisted subsidiary,
and hence, is not required to nominate an Independent
Director of the Company on the Board of any subsidiary.
The Company monitors performance of subsidiary
companies, inter alia, by the following means:
Financial statements, in particular investments made by

unlisted subsidiary companies, are reviewed quarterly
by the Companys Audit Committee.
Minutes of Board meetings of unlisted subsidiary
companies are placed before the Companys Board
regularly.
A statement containing all significant transactions
and arrangements entered into by unlisted subsidiary
companies is placed before the Companys Board.
Prof. Dipak C. Jain and Shri Adil Zainulbhai, the Companys
Independent Directors have been appointed as
Independent Directors on the Board of Reliance Retail
Ventures Limited and Reliance Jio Infocomm Limited,
subsidiaries of the Company.
GENERAL BODY MEETINGS

Annual General Meetings
During the preceding three years, the Companys Annual
General Meetings were held at Birla Matushri Sabhagar,
19, New Marine Lines, Mumbai - 400020.
The date and time of Annual General Meetings held
during last three years, and the special resolution(s)
passed thereat, are as follows:
Year
Date
Time
2013-14 June 18, 11.00

2014
a.m.
Special Resolution Passed

1) Payment of remuneration
to Non-executive
Directors not exceeding
in aggregate one percent
of the net profits of the
Company
2) Offer or invitation for
subscription of Non
Convertible Debentures
on private placement basis
3) Adoption of new Articles
of Association of the
Company
2012-13 June 06, 11.00

2013
a.m.
1) Payment of commission to
Non-executive Directors
2011-12 June 07, 11.00

2012
a.m.
No Special Resolution was

passed in the meeting
Special Resolution(s) passed through Postal Ballot

During the year, the members of the Company have
approved amendment in the Objects Clause of the
Memorandum of Association of the Company by passing
a Special Resolution through postal ballot effective March
28, 2015.
The Board had appointed Shri Ketan Vora, a Practicing
Chartered Accountant, Partner, Deloitte Haskins & Sells
LLP, Mumbai as a Scrutinizer to conduct the postal ballot
voting process in a fair and transparent manner.
137
138

The details of the voting pattern in respect of Special Resolution passed for alteration of the Object Clause of the
Memorandum of Association was as under:
Promoter/Public
No. of shares
held
(1)
No. of votes
polled
(2)
Promoter and Promoter Group 146 39 61 977 146 39 61 977

Public Institutional holders 101 07 63 660 76 95 12 551
Public Others
58 27 66 047
1 72 42 864
TOTAL
305 74 91 684 225 07 17 392
There is no immediate proposal for passing any resolution

through Postal Ballot. None of the businesses proposed
to be transacted at the ensuing Annual General Meeting
require passing a resolution through Postal Ballot.
Disclosures on materially significant related party
transactions, i.e. the Companys transactions that
are of material nature, with its Promoters, Directors
and the management, their relatives or subsidiaries,
among others that may have potential conflict with
the Companys interests at large
During the period under review, the Company had not
entered into any material transaction with any of its
related parties.
None of the transactions with any of related parties
were in conflict with the Companys interest. Attention
of members is drawn to the disclosure of transactions
with related parties set out in Note No. 32 of Standalone
Financial Statements, forming part of the Annual Report.
(3)=[(2)/
(4)
(1)]* 100
100.00 146 39 61 977
76.13 76 73 42 613
2.96
1 70 77 566
0
21 69 938
1 65 298
% of
votes in
favour
on votes
polled
(6)=[(4)/
(2)]* 100
65.04
34.09
0.76
73.61 224 83 82 156
23 35 236
99.90
% of votes
polled on
outstanding shares
No. of
votes
in favour
No. of
votes
against
(5)
% of
votes
against
on votes
polled
(7)=[(5)/
(2)]* 100
0.00
0.10
0.01
0.10
with Stock Exchanges in respect of warrants issued in

April, 2007. The Adjudicating Officer of SEBI imposed an
aggregate monetary penalty of ` 13 crore. The Company
has challenged this order before the Honble Securities
Appellate Tribunal.
Whistle Blower policy

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

generally with its subsidiaries and associates. The related
party transactions are entered into based on considerations
of various business exigencies, such as synergy in
operations, sectoral specialization and the Companys
long-term strategy for sectoral investments, optimization
of market share, profitability, legal requirements, liquidity
and capital resources of subsidiaries and associates.
Means of Communication
All related party transactions are negotiated on an armslength basis, and are intended to further the Companys
interests.
Presentations to institutional investors / analysts:

Detailed presentations are made to institutional investors
and financial analysts on the Companys unaudited
quarterly as well as audited annual financial results.
These presentations are also uploaded on the Companys
website (www.ril.com).
Details of non-compliance by the Company, penalties,

strictures imposed on the Company by Stock
Exchange or SEBI, or any statutory authority, on any
matter related to capital markets, during the last
three years
During the last three years, SEBI had issued a Show
Cause Notice in connection with the alleged nondisclosure of the diluted Earnings Per Share in the filing
Quarterly results: The Companys quarterly results

are published in Financial Express/Indian Express and
Navshakti, and are displayed on its website (www.ril.com).
News releases, presentations, among others: Official
news releases and official media releases are sent to Stock
Exchanges.
Website: The Companys website (www.ril.com) contains

a separate dedicated section Investor Relations where
shareholders information is available. The Companys
Annual Report is also available in a user-friendly and
downloadable form.
02-45
46-103
104-201
202-315
316-348
Corporate Overview
Management Review
Governance
Annual Report: The Annual Report containing, inter

alia, Audited Financial Statement, Consolidated Financial
Statements, Directors Report, Auditors Report and other
important information is circulated to members and
others entitled thereto. The Managements Discussion and
Analysis (MD&A) Report forms part of the Annual Report
and is displayed on the Companys website (www.ril.com).
Shareholders Feedback Survey: The Company had sent

feedback forms seeking shareholders views on various
matters relating to investor services and Annual Report
2013-14. The feedback received from shareholders was
placed before the Stakeholders Relationship Committee.
Chairmans Communiqu: The printed copy of the

Chairmans speech is distributed to shareholders at
Annual General Meetings. The document is also placed on
the Companys website (www.ril.com) and sent to Stock
Exchanges.
Company Registration Details

The Company is registered in the State of Maharashtra,
India. The Corporate Identification Number (CIN) allotted
to the Company by the Ministry of Corporate Affairs (MCA)
is L17110MH1973PLC019786.
Reminder to Investors: Reminders for unclaimed shares,

unpaid dividend/unpaid interest or redemption amount
on debentures are sent to shareholders/debenture
holders as per records every year.
Annual General Meeting

(Day, Date, Time and Venue)
Friday, June 12, 2015 at 11.00 a.m.
Birla Matushri Sabhagar, 19, New Marine Lines,
Mumbai 400 020
Corporate Filing and Dissemination System (CFDS):

The CFDS portal jointly owned, managed and maintained
by BSE and NSE is a single source to view information filed
by listed companies. All disclosures and communications
to BSE and NSE are filed electronically through the CFDS
portal. In particular, the Company informs BSE and NSE all
price sensitive matters or such other matters which in its
opinion are material and of relevance to the members.
NSE Electronic Application Processing System
(NEAPS): The NEAPS is a web-based application designed
by NSE for corporates. All periodical compliance filings
like shareholding pattern, corporate governance report,
media releases, among others are filed electronically on
NEAPS.
BSE Corporate Compliance & Listing Centre (the Listing
Centre): BSEs Listing Centre is a web-based application
designed for corporates. All periodical compliance filings
like shareholding pattern, corporate governance report,
media releases, among others are also filed electronically
on the Listing Centre.
SEBI Complaints Redress System (SCORES): The investor
complaints are processed in a centralised web-based
complaints redress system. The salient features of this
system are: Centralised database of all complaints, online
upload of Action Taken Reports (ATRs) by concerned
companies and online viewing by investors of actions
taken on the complaint and its current status.
Designated Exclusive email-id: The Company has
designated the following email-ids exclusively for investor
servicing:
For queries on Annual Report:
[email protected]
For queries in respect of shares in physical mode:
[email protected]
General Shareholder Information
Financial Year
April 1 to March 31
Financial Calendar (tentative)
Results for the quarter ending
June 30, 2015 - Fourth week of July, 2015
September 30, 2015 - Third week of October, 2015
December 31, 2015 - Fourth week of January, 2016
March 31, 2016 - Fourth week of April, 2016
Annual General Meeting - June, 2016
Date of Book Closure
Tuesday, May 12, 2015 to Friday, May 15, 2015 (both days
inclusive) for payment of dividend.
Dividend Payment Date
Credit/dispatch of dividend warrants between June 13,
2015 and June 19, 2015.
Listing on Stock Exchanges
Equity Shares
BSE Limited (BSE)
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai 400 001
Scrip Code 500325
National Stock Exchange of India Limited (NSE)
Exchange Plaza,
Bandra-Kurla Complex,
Bandra (E), Mumbai 400 051
Trading Symbol - RELIANCE EQ
ISIN : INE002A01018
139
140

Global Depository Receipts (GDRs)
Listing
Luxembourg Stock Exchange, 11, Avenue de la PorteNeuve, L 2227, Luxembourg.
Also traded on International Order Book System (London
Stock Exchange) and PORTAL System (NASD, USA)
Trading Symbol RILYP, CUSIP 759470107
Overseas Depository
The Bank of New York Mellon Corporation 101, Barclay
Street, New York, NY 10286 USA
Domestic Custodian
ICICI Bank Limited, Empire Complex, E7/F7, 1st Floor, 414,
Senapati Bapat Marg, Lower Parel, Mumbai 400 013
Debt Securities
Listing
The Wholesale Debt Market (WDM) Segment of BSE and
NSE
Debenture Trustees
Axis Bank Limited
Axis House, C-2, Wadia International Centre,
Pandurang Budhkar Marg, Worli,
Mumbai 400 025
Axis Trustee Services Limited
Axis House, 2nd Floor, Wadia International Centre,
Pandurang Budhkar Marg, Worli, Mumbai 400 025
Payment of Listing Fees
Annual listing fee for the year 2015-16 has been paid by
the Company to BSE and NSE. Annual maintenance and
listing agency fee for the calendar year 2015 has been paid
by the Company to the Luxembourg Stock Exchange.
Payment of Depository Fees
Annual Custody/Issuer fee for the year 2015-16 will be
paid by the Company to NSDL and CDSL on receipt of the
invoices.
Stock Market Price Data

National Stock Exchange (NSE)
Month
BSE Limited (BSE)
High Price (`)
Low Price (`)
Volume (No.)
April 2014
988.75
929.10
5 91 45 995
988.90
930.00
65 60 890
May 2014
1 145.25
925.00
9 49 72 283
1 142.50
925.00
1 14 34 861
June 2014
1 133.00
1 000.00
7 44 29 949
1 132.80
1 000.10
82 33 114
July 2014
1 043.30
958.50
7 29 67 161
1 042.50
959.00
77 72 886
August 2014
1 023.00
971.00
5 09 82 514
1 023.25
971.60
52 73 893
September 2014
1 041.30
917.30
6 95 39 618
1 049.90
918.10
64 09 846
October 2014
1 003.70
911.55
6 30 70 521
1 002.70
912.75
72 73 760
November 2014
1 017.35
963.40
4 87 42 867
1 016.20
964.15
47 31 270
December 2014
991.95
859.70
6 73 55 504
991.70
859.95
91 55 808
January 2015
934.50
831.20
7 79 91 514
934.25
831.10
98 69 437
February 2015
943.80
836.60
6 15 40 933
943.10
837.10
88 12 618
March 2015
909.65
796.45
7 01 41 354
909.00
796.75
81 33 925
High Price (`)
Low Price (`)
Volume (No.)
[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, 2015
BSE (% Change)
RIL
FY 2014-15
Sensex
-11.27% 24.89%
48.43%
NSE (% Change)
RIL
Nifty
-11.25% 26.65%
2 years
6.59%
6.87%
49.42%
3 years
10.22% 60.64%
10.44% 60.34%
5 years
-23.26% 59.50%
-23.11% 61.76%
Registrars and Transfer Agents
Karvy Computershare Private Limited

Karvy Selenium Tower B, 6th Floor
Plot 31-32, Gachibowli, Financial District.
Nanakramguda, Hyderabad 500 032
Tel: +91-40-67161700
Toll Free No.: 1-800-4258-998; Fax: +91-40-23114087
e-mail: [email protected]
Website: www.karvy.com
(Address changed w.e.f. April 14, 2015)
List of Investor Service Centres of Karvy Computershare
Private Limited is available on the Companys website
www.ril.com.
02-45
46-103
104-201
202-315
316-348
Corporate Overview
Management Review
Governance
141
Share Transfer System
Share transfers are processed and share certificates duly endorsed are delivered within a period of seven days from the
date of receipt, subject to documents being valid and complete in all respects. The Board has delegated the authority for
approving transfer, transmission, etc. of the Companys securities to the Managing Director and/or Company Secretary.
A summary of transfer/transmission of securities of the Company so approved by the Managing Director/Company
Secretary is placed at every Board meeting / Stakeholders Relationship Committee. The Company obtains from a
Company Secretary in Practice half-yearly certificate of compliance with the share transfer formalities as required under
Clause 47(c) of the Listing Agreement and files a copy of the said certificate with Stock Exchanges.
Distribution of Shareholding as on March 31, 2015

Category
Category of shareholder
Code
(A)
Shareholding of Promoter and Promoter Group
(1)
Indian
(2)
Foreign
Number of
shareholders
Total number of
shares
As a percentage of
(A+B+C)
63*
146 39 61 977
45.24
0.00
63
146 39 61 977
45.24
2 025
101 53 53 383
31.38
Total Shareholding of Promoter and Promoter Group

(B)
Public Shareholding
(1)
Institutions
(2)
Non-institutions
27 88 753
65 19 69 215
20.15
Total Public Shareholding
27 90 778
166 73 22 598
51.53
(C)
Shares held by Custodians and against which

Depository Receipts have been issued
(1)
Promoter and Promoter Group
0.00
(2)
Public
10 44 04 190
3.23
27 90 842
323 56 88 765
100.00
TOTAL (A) + (B) + (C)
* 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, 2015
Category-wise shareholding
3.23
31.38
Shares
% of Total
Shares
26 70 447
18 25 13 865
5.64
501 1000
70 803
4 99 98 921
1.55
1001 5000
43 811
8 23 39 556
2.54
5001 10000
3 053
2 12 39 477
0.66
10001 20000
1 087
1 51 73 387
0.47
Up to 500
Promoter
20.15
2014-15
Holders
Category (Shares)
(%)
45.24
Institutions
Non-institutions
GDR Holders
Above 20000
TOTAL
1 641 288 44 23 559
89.14
27 90 842 323 56 88 765
100.00
142

Build-up of Equity Share Capital
Particulars
Subscribers to Memorandum
Shareholders of Reliance Textile Industries Limited
(Merged with the Company)
Conversion of Loan
Rights Issue I
Bonus Issue I
Debenture Series I Conversion
Consolidation of Fractional Coupon Shares
Conversion of Loan
Conversion of Loan
Rights Issue II
Debenture Series II Conversion
Debenture Series I Conversion Phase II
Shareholders of Sidhpur Mills Co Limited
Rights Issue II NRI
Debenture Series III Conversion
Rights Issue II
(Merged with the Company) II
Bonus Issue- II
(Merged with the Company) III
Debenture Series IV Conversion
(Merged with the Company) IV
(Merged with the Company) V
Debenture Series I Conversion
Debenture Series II Conversion
(Merged with the Company) VI
Debenture Series E Conversion
Debenture Series III Conversion
Debenture Series IV Conversion
(Merged with the Company) VII
(Merged with the Company) VIII
(Merged with the Company) IX
Debenture Series G Conversion
Rights Issue III
Debenture Series G Conversion
(Merged with the Company) X
(Merged with the Company) XI
Allotment Date
No. of Shares
October 19, 1975
1 100
May 9, 1977
59 50 000
September 28, 1979

December 31,1979
September 19, 1980
December 31, 1980
May 15,1981
June 23, 1981
September 22, 1981
October 6, 1981
December 31, 1981
December 31, 1981
9 40 000
6 47 832
45 23 359
8 40 575
24 673
2 43 200
1 40 800
23 80 518
8 42 529
27 168
April 12, 1982
81 059
June 15, 1982

August 31, 1982
September 9, 1982
774
19 20 000
41
December 29, 1982
1 942
September 30, 1983
1 11 39 564
September 30, 1983
371
September 30, 1983
64 00 000
April 5, 1984
617
June 20, 1984
50
October 1, 1984
December 31, 1984
97 66 783
2 16 571
January 31, 1985
91
April 30, 1985

April 30, 1985
July 5, 1985
December 17, 1985
45 005
53 33 333
52 835
42 871
December 31, 1985
106
December 31, 1985
610
November 15, 1986
40 284
April 1, 1987
169
August 1, 1987
February 4, 1988
February 4, 1988
6 60 30 100
3 15 71 695
29 35 380
June 2, 1988
25
October 31, 1988
10
02-45
46-103
104-201
202-315
316-348
Corporate Overview
Management Review
Governance
143
Particulars
(Merged with the Company) XII
(Merged with the Company) XIII
(Merged with the Company) XIV
Euro Issue GDR-I
Shareholders of Reliance Petrochemicals Limited
Loan Conversion
Debenture Series H Conversion
Warrant Conversion (Debenture Series F)
Euro Issue GDR II
Loan Conversion
Warrant Conversion (Debenture Series J)
Private Placement of Shares
Conversion of Reliance Petrochemicals Limited Debentures
Shareholders of Reliance Polypropylene Limited and Reliance
Polyethylene Limited (Merged with the Company)
Warrants Conversion
Conversion of 3.5% ECB Due 1999 I
Conversion of 3.5% ECB Due 1999 II
Conversion of 3.5% ECB Due 1999 III
Conversion of 3.5% ECB Due 1999 IV
Conversion of 3.5% ECB Due 1999 V
Conversion of 3.5% ECB Due 1999 VI
Bonus Issue III
Conversion of 3.5% ECB Due 1999 VII
Conversion of 3.5% ECB Due 1999 VIII
Conversion of Warrants
Shareholders of Reliance Petroleum Limited
Shareholders of Indian Petrochemicals Corporation Limited
Exercise of Warrants
ESOS Allotment
Shareholders of Reliance Petroleum Limited
Bonus Issue IV
ESOS Allotment
ESOS Allotment
ESOS Allotment
ESOS Allotment
ESOS Allotment
ESOS Allotment
Less: Shares bought back and extinguished on January 24, 2005
Less: Shares bought back and extinguished from February 08, 2012
to January 22, 2013
TOTAL EQUITY AS ON MARCH 31, 2015
Allotment Date
No. of Shares
November 29, 1990
322
May 22, 1991
46
October 10, 1991
25
June 3, 1992
1 84 00 000
4 060
December 4, 1992
7 49 42 763
July 7, 1993
August 26, 1993
August 26, 1993
February 23, 1994
March 1, 1994
August 3, 1994
October 21, 1994
December 22, 1994
3 16 667
3 64 60 000
1 03 16 092
2 55 32 000
18 38 950
87 40 000
2 45 45 450
75 472
March 16, 1995
9 95 75 915
March 10, 1995

May 24, 1997
July 11, 1997
July 22, 1997
September 13, 1997
October 22, 1997
November 4, 1997
December 20, 1997
December 4, 1997
September 27, 1999
January 12, 2000
74 80 000
544
13 31 042
6 05 068
18 64 766
18 15 755
1 03 475
46 60 90 452
15 68 499
7 624
12 00 00 000
October 23, 2002
34 26 20 509
October 13, 2007
6 01 40 560
October 3, 2008
Various dates in 2008-09
12 00 00 000
1 49 632
September 30, 2009
6 92 52 623
November 28, 2009

February 22, 2013
1 62 67 93 078
5 30 426
29 99 648
13 48 763
1 86 891
32 38 476
37 86 907
-28 69 495
-4 62 46 280
323 56 88 765
144

Corporate Benefits to Investors
Dividend Declared for the last 10 Years
Financial Year
Dividend Declaration
Dividend
per Share*
97.81% of Companys paid-up Equity Share Capital has

been dematerialised up to March 31, 2015 (97.70% up to
March 31, 2014). Trading in Equity Shares of the Company
is permitted only in dematerialised form.
Liquidity
2004-05
August 03, 2005
7.5
2005-06
2006-07
2007-08
2008-09
June 27, 2006

March 10, 2007
June 12, 2008
October 07, 2009
June 18, 2010
(post bonus issue 1:1)
June 03, 2011
June 07, 2012
June 06, 2013
June 18, 2014
10
11
13
13
The Companys Equity Shares are among the most liquid

and actively traded shares on the Indian Stock Exchanges.
RIL shares consistently rank among the top few frequently
traded shares, both in terms of the number of shares
traded, as well as value.
Relevant data for the average daily turnover for the

financial year 2014-15 is given below:
2009-10
2010-11
2011-12
2012-13
2013-14
8
8.5
9
9.5
* Share of paid-up value of `10 per share.

Note: Dividend of `10 per share, recommended by Directors on April 17, 2015, is
subject to declaration by shareholders at the ensuing Annual General Meeting.
BONUS ISSUES OF FULLY PAID-UP EQUITY

SHARES
Financial Year
Ratio
1980-81
3:5
1983-84
1997-98
2009-10
6:10
1:1
1:1
Shares issued on Demerger
Consequent upon the demerger of the coal based,

gas based, financial services and telecommunications
undertakings/businesses of the Company in December,
2005, the shareholders of the Company were allotted
equity shares of the four companies, namely, Reliance
Energy Ventures Limited (REVL), Reliance Natural Resources
Limited (RNRL), Reliance Capital Ventures Limited (RCVL)
and Reliance Communication Ventures Limited (RCoVL) in
the ratio of one equity share of each of the companies for
every equity share held by shareholders except specified
shareholders, in Reliance Industries Limited, as on the
record date fixed for the purpose.
Accordingly, 122,31,30,422 equity shares each of REVL,
RNRL, RCVL and RCoVL were allotted on January 27, 2006.
Dematerialisation of Shares
Mode of Holding
% age
NSDL
95.96
CDSL
Physical
1.85
2.19
TOTAL
100.00
Shares (nos.)
Value (in ` crore)
BSE
3,85,442
36.89
NSE
33,36,956
321.61
Total
37,22,398
358.50
[Source: This information is compiled from the data available from the
websites of BSE and NSE]
Outstanding GDRs / Warrants and Convertible

Bonds, Conversion Date and likely impact on
equity
GDRs: Outstanding GDRs as on March 31, 2015 represent

10 44 04 190 equity shares constituting 3.23% of Companys
paid-up Equity Share Capital. Each GDR represents two
underlying equity shares in the Company. GDR is not a
specific time-bound instrument and can be surrendered
at any time and converted into the underlying equity
shares in the Company. The shares so released in favour of
the investors upon surrender of GDRs can either be held
by investors concerned in their name or sold off in the
Indian secondary markets for cash. To the extent of shares
so sold in Indian markets, GDRs can be reissued under the
available head room.
RIL GDR Programme - Important Information
RIL GDRs are listed at the Luxembourg Stock Exchange.

GDRs are traded on the International Order Book (IOB) of
London Stock Exchange. GDRs are also traded amongst
Qualified Institutional Investors in the Portal System of
NASD, USA.
RIL GDRs are exempted securities under US Securities Law.
RIL GDR program has been established under Rule 144A
and Regulation S of the US Securities Act, 1933. Reporting
is done under the exempted route of Rule 12g3-2(b) under
the US Securities Exchange Act, 1934.
The Bank of New York Mellon is the Depository and ICICI
Bank Limited is the Custodian of all the Equity Shares
underlying the GDRs issued by the Company.
Employee Stock Options
The information on Options granted by the Company

during the financial year 2014-15 and other particulars
with regard to Employees Stock Options are set out under
Annexure IV to the Directors Report
02-45
46-103
104-201
202-315
316-348
Corporate Overview
Management Review
Governance
PLANT LOCATIONS
Oil & Gas
Refining & Marketing
KG D6 Onshore Terminal
Village Gadimoga, Tallarevu Mandal,
East Godavari District Gadimoga 533 463,
Andhra Pradesh, India
Jamnagar
Village Meghpar/Padana, Taluka Lalpur,
Jamnagar - 361 280, Gujarat, India
Jamnagar SEZ Unit
Village Meghpar/Padana, Taluka Lalpur,
Jamnagar - 361 280, Gujarat, India
Petrochemicals
Allahabad Manufacturing Division
A/10-A/27, UPSIDC Industrial Area,
P. O.T.S.L. Allahabad - 211 010,
Uttar Pradesh, India
Barabanki Manufacturing Division
Dewa Road, P.O. Somaiya Nagar,
Barabanki - 225 123, Uttar Pradesh, India
Dahej Manufacturing Division
P. O. Dahej- 392 130,
Taluka: Vagra, District Bharuch, Gujarat, India
Hazira Manufacturing Division
Village Mora, P.O. Bhatha,
Surat-Hazira Road, Surat - 394 510, Gujarat, India
Hoshiarpur Manufacturing Division
Dharamshala Road, V.P.O. Chohal,
District Hoshiarpur - 146 024, Punjab, India
Nagothane Manufacturing Division
P. O. Petrochemicals Township,
Nagothane - 402 125, Roha Taluka,
District Raigad, Maharashtra, India
Nagpur Manufacturing Division
Village: Dahali, Mouda ,Ramtek Road,
Tehsil Mouda 441 104, District Nagpur,
Maharashtra, India
Patalganga Manufacturing Division
B-1 to B-5 & A3, MIDC Industrial Area, P.O. Rasayani,
Patalganga 410 220, District Raigad,
Maharashtra, India
Silvassa Manufacturing Division
342, Kharadpada, P.O. Naroli 396 235,
Union Territory of Dadra and Nagar Haveli, India
Vadodara Manufacturing Division
P. O. Petrochemicals, Vadodara - 391 346,
Gujarat, India
Oil & Gas Blocks

Panna Mukta, Mid and South Tapti, NEC-OSN-97/2,
KG-DWN-98/3, CY-DWN-2001/2, CB-ONN-2003/1, and
GS-OSN-2000/1
CBM Blocks
SP (West) CBM 2001/1, SP (East) CBM 2001/1
Coal Bed Methane Project (CBM)
Village & PO: Lalpur, Tehsil: Burhar,
District Shahdol, Madhya Pradesh - 484 110, India
Textiles
Naroda Manufacturing Division
103/106, Naroda Industrial Estate, Naroda,
Ahmedabad - 382 330, Gujarat, India
Address for Correspondence
Investor Correspondence
For Shares/Debentures held in Physical form
Karvy Computershare Private Limited
Karvy Selenium Tower B, 6th Floor
Plot 31-32, Gachibowli, Financial District.
Nanakramguda, Hyderabad 500 032
Tel: +91-40-67161700
Toll Free No.: 1-800-4258-998; Fax: +91-40-23114087
Website: www.karvy.com
(Address changed w.e.f. April 14, 2015)
For Shares/Debentures held in Demat form
Investors concerned Depository Participant(s) and /or
Karvy Computershare Private Limited.
Any query on the Annual Report
Shri A. Anjeneyan
Senior Vice President, Corporate Secretarial
Reliance Industries Limited,
3rd Floor, Maker Chambers IV, 222, Nariman Point,
Mumbai 400 021.
Transfer of unpaid/unclaimed amounts to Investor
Education and Protection Fund
During the year under review, the Company has credited
` 9.89 crore to the Investor Education and Protection
Fund (IEPF) pursuant to Section 205C of the Companies
Act, 1956 read with the Investor Education and Protection
Fund (Awareness and Protection of Investors) Rules, 2001.
The cumulative amount transferred to IEPF up to March
31, 2015 is ` 118.33 crore.
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146

Pursuant to the provisions of Investor Education and
Protection Fund (Uploading of information regarding
unpaid and unclaimed amounts lying with companies)
Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amounts lying with the Company
as on June 18, 2014 (date of last Annual General Meeting)
on the Companys website (www.ril.com) and on the
website of the Ministry of Corporate Affairs.
Equity Shares in the Suspense Account

In terms of Clause 5A(I) and Clause 5A(II) of the Listing
Agreement, the Company reports the following details
in respect of equity shares lying in the suspense accounts
which were issued in demat form and physical form,
respectively:
Demat
Physical
Number of
Shareholders
Number of
equity shares
Number of
Shareholders
(phase wise
transfers)
Aggregate Number of shareholders and the

outstanding shares in the suspense account lying as
on April 1, 2014
96
1 308
1 62 905
62 41 611
Number of shareholders who approached the

Company for transfer of shares and shares transferred
from suspense account during the year
1 625
1 04 438
Number of shareholders and aggregate number

of shares transferred to the Unclaimed Suspense
Account during the year
19
1 741
Aggregate Number of shareholders and the

outstanding shares in the suspense account lying as
on March 31, 2015
96
1308
1 61 299
61 38 914
Particulars
The voting rights on the shares in the suspense accounts

as on March 31, 2015 shall remain frozen till the rightful
owners of such shares claim the shares.
COMPLIANCE CERTIFICATE OF THE AUDITORS
Certificate from the Companys Auditors, M/s. Chaturvedi

& Shah, Deloitte Haskins & Sells LLP and M/s. Rajendra &
Co., confirming compliance with conditions of Corporate
Governance as stipulated under Clause 49 of the Listing
Agreement, is attached to this Report.
ADOPTION OF MANDATORY AND NONMANDATORY REQUIREMENTS OF CLAUSE 49
The Company has complied with all mandatory

requirements of Clause 49 of the Listing Agreement.
The Company has adopted following non-mandatory
requirements of Clause 49 of the Listing Agreement:
Communication to Shareholders
Half-yearly reports covering financial results were sent to

members at their registered addresses.
Audit Qualification
The Company is in the regime of unqualified financial

statements.
Reporting of Internal Auditor
The Internal Auditor directly reports to the Audit

Committee
Number of
equity shares
CEO AND CFO CERTIFICATION
The Chairman and Managing Director and the Chief

Financial Officer of the Company give annual certification
on financial reporting and internal controls to the Board in
terms of Clause 49 of the Listing Agreement. The Chairman
and Managing Director and the Chief Financial Officer
also give quarterly certification on financial results while
placing the financial results before the Board in terms of
Clause 41 of the Listing Agreement. The annual certificate
given by the Chairman and Managing Director and the
Chief Financial Officer is published in this Report.
Certificate on Compliance with Code of Conduct
I hereby confirm that the Company has obtained from all

the members of the Board and Management Personnel,
affirmation that they have complied with the Code of
Conduct for the financial year 2014-15.
(Mukesh D. Ambani)
Chairman and Managing Director
Mumbai
April 17, 2015
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CEO / CFO CERTIFICATE UNDER CLAUSE 49 (IX)

To,
The Board of Directors
1. We have reviewed financial statements and the cash
flow statement of Reliance Industries Limited for the
year ended 31st March, 2015 and to the best of our
knowledge and belief:
(i)
these statements do not contain any materially
untrue statement or omit any material fact or contain
statements that might be misleading;
(ii) these statements together present a true and fair
view of the Companys affairs and are in compliance
with existing accounting standards, applicable laws
and regulations.
2. There are, to the best of our knowledge and belief, no
transactions entered into by the Company during the
year which are fraudulent, illegal or violative of the
Companys Code of Conduct.
3.
We accept responsibility for establishing and
maintaining internal controls for financial reporting
and we have evaluated the effectiveness of Companys
internal control systems pertaining to financial
reporting. We have not come across any reportable
deficiencies in the design or operation of such internal
controls.
4. We have indicated to the Auditors and the Audit
Committee:
(i)
that there are no significant changes in internal
control over financial reporting during the year;
(ii) that there are no significant changes in accounting
policies during the year; and
(iii) that there are no instances of significant fraud of
which we have become aware.
(Alok Agarwal)
Chief Financial
Officer
(Srikanth Venkatachari)
Joint Chief Financial
Officer
(Mukesh D. Ambani)
Chairman and Managing
Director
Mumbai
April 17, 2015

AUDITORS CERTIFICATE ON CORPORATE

GOVERNANCE
implementation thereof adopted by the Company for

ensuring compliance with the conditions of the Corporate
Governance as stipulated in the said Clause. It is neither
an audit nor an expression of opinion on the financial
statements of the Company.
In our opinion and to the best of our information and
according to the explanations given to us and based
on the representations made by the Directors and the
Management, we certify that the Company has complied
with the conditions of Corporate Governance as stipulated
in Clause 49 of the above-mentioned Listing Agreement.
We state that such compliance is neither an assurance as
to future viability of the Company nor of the efficiency or
effectiveness with which the management has conducted
the affairs of the Company.
For Chaturvedi & Shah
Chartered Accountants
(Registration No. 101720W)
For Deloitte Haskins & Sells LLP

(Registration No. 117366W/W-100018)
For Rajendra & Co.

(Registration No. 108355W)
(D. Chaturvedi)
Partner
Membership No.: 5611
(A.B. Jani)
Partner
(A.R. Shah)
Partner
Mumbai
April 17, 2015
DIRECTORS PROFILE
Shri Mukesh D. Ambani (DIN 00001695) is a Chemical

Engineer from Institute of Chemical Technology, Mumbai
(earlier University Department of Chemical Technology,
University of Mumbai). He has pursued MBA from Stanford
University, USA.
Shri Mukesh D. Ambani has joined Reliance in 1981.
He initiated Reliances backward integration journey
from textiles into polyester fibres and further into
petrochemicals, petroleum refining and going upstream into oil and gas exploration and production. He
created several new world class manufacturing facilities
involving diverse technologies that have raised Reliances
petrochemicals manufacturing capacities from less than
a million tonnes to about fourteen million tonnes per
year. He is envisaging almost doubling these capacities
to twenty seven million tonnes per annum within a short
span.
We have examined the compliance of conditions of

Corporate Governance by Reliance Industries Limited,
for the year ended on 31st March 2015, as stipulated in
Clause 49 of the Listing Agreement of the said Company
with stock exchanges.
Shri Mukesh D. Ambani led the creation of the worlds

largest grassroots petroleum refinery at Jamnagar, India,
with a capacity of 660,000 barrels per day (33 million
tonnes per year) integrated with petrochemicals, power
generation, port and related infrastructure. Further, he
steered the setting up of another 580,000 barrels per day
refinery next to the existing one in Jamnagar. With an
aggregate refining capacity of 1.24 million barrels of oil
per day at any single location in the world has transformed
Jamnagar as the Refining Hub of the World.
The compliance of conditions of Corporate Governance is

the responsibility of the Management. Our examination
has been limited to a review of the procedures and
In September 2008, when the first drop of crude oil flowed

from the Krishna-Godavari basin, Shri Mukesh D. Ambanis
vision of energy security for India was being realized.
To the Members,
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148

Shri Mukesh D. Ambani is steering Reliances development
of infrastructure facilities and implementation of a panIndia organized retail network spanning multiple formats
and supply chain infrastructure. Today, Reliance Retail is
the largest retail player in the Country.
Shri Mukesh D. Ambani is also setting up one of the most
complex 4G broadband wireless services in the world
offering end to end solutions that address the entire value
chain across various digital services in key domains of
national interest such as Education, Healthcare, Security,
Financial Services, Government-Citizen interfaces and
Entertainment.
Shri Mukesh D. Ambanis achievements have been
acknowledged at several national and international
levels. Over the years, some of the awards and recognition
bestowed on him are:
Conferred an honorary Doctor of Science by Institute
of Chemical Technology (ICT), Mumbai in February
2015
In 2014, he continues to be featured in the list of
the Most Powerful People in the World by Forbes
magazine
NDTV honored him as one of the 25 Greatest Global
Living Legends
Awarded as Global Challenger by Boston Consulting
Group in 2013

In 2013, he was conferred Entrepreneur of the
Decade by All India Management Association
In 2010, awarded the Deans Medal by University of
Pennsylvania Dean of the School of Engineering and
Applied Science for his leadership in the application
of Engineering and Technology
In 2011, he was featured in the list of TIME 100 Most
Influential People in the World
In 2011, ranked the 5th best performing CEO in the
World by the Harvard Business Review in its ranking
of the top 50 global CEOs
Shri Mukesh D. Ambani is a member of the Prime Ministers
Council on Trade and Industry, Government of India. He
is the Chairman of Board of Governors, Pandit Deendayal
Petroleum University, Gandhinagar.
Shri Mukesh D. Ambani is a Member of Millennium
Development Goals (MDG) Advocacy Group (MDG
Advocate) constituted by United Nations (UN), a Board
member of the INTERPOL Foundation and a Member of
The Foundation Board of World Economic Forum.
Shri Mukesh D. Ambani is a member of the Indo-US CEOs
Forum, Chair of The British Asian Trusts India Advisory
Council, International Advisory Council of The Brookings,
McKinsey & Company International Advisory Council,
Global Advisory Council of Bank of America, Member of
The Business Council and London School of Economics
India Advisory Group.
Shri Mukesh D. Ambani is the Chairman of Reliance Jio
Infocomm Limited and Reliance Retail Ventures Limited
and a Director of Reliance Foundation and Reliance

Europe Limited.
At RIL, he is Chairman of the Finance Committee.
He is Promoter of the Company and holds 36,15,846
shares of the Company in his name as on March 31, 2015.
Shri Nikhil R. Meswani (DIN 00001620) is a Chemical
Engineer. He is the son of Shri Rasiklal Meswani, one of the
Founder Directors of the Company.
He joined Reliance in 1986 and since July 01, 1988 he is a
Whole-time Director designated as Executive Director on
the Board of the Company.
He is primarily responsible for Petrochemicals Division and
has contributed largely to Reliance to become a global
leader in Petrochemicals. Earlier, he handled refinery
business between 1997 and 2005. He was also responsible
for integration of IPCL with Reliance businesses. In
addition, he continues to shoulder several other corporate
responsibilities such as Corporate Affairs and Groups
taxation policies. He also takes keen interest in IPL cricket
franchise Mumbai Indians.
He was the President of Association of Synthetic Fibre
Industry and was also the youngest Chairman of Asian
Chemical Fibre Industries Federation. He is also a member
of managing committee of Federation of Indian Export
Organisations set up by Ministry of Commerce.
He was named Young Global Leader by the World Economic
Forum in 2005 and continues to actively participate in the
activities of the Forum.
He is also a member of the Young Presidents Organisation.
He was honoured by the Institute of Economic Studies,
Ministry of Commerce & Industry, the Textile Association
(India), Ministry of Textiles. He is also a distinguished
Alumnus of the University Institute of Chemical
Technology (UICT), Mumbai.
He is currently ranked fourth among Top 40 Global Power
Players in chemical industry as per ICIS leading chemical
industry magazine.
He is a member of the Corporate Social Responsibility and
Governance Committee, the Finance Committee and the
Stakeholders Relationship Committee of the Company.
He is a Director of Reliance Commercial Dealers Limited
and Chairman of its Audit Committee and Nomination
and Remuneration Committee.
He holds 4,18,374 shares of the Company in his name as
on March 31, 2015.
Shri Hital R. Meswani (DIN 00001623) graduated with
Honours in the Management & Technology programme
from the University of Pennsylvania, U.S.A. where he
received a Bachelor of Science Degree in Chemical
Engineering from the School of Engineering and Applied
Sciences and a Bachelor of Science Degree in Economics
from the Wharton Business School.
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He joined Reliance Industries Limited in 1990. He is on the

Board of the Company as Whole-time Director designated
as Executive Director since August 04, 1995, with overall
responsibility of the Petroleum Refining Business and
all Manufacturing, Research & Technology and Project
Execution activities of the group.
He is a member of the Finance Committee, Stakeholders
Relationship Committee, Risk Management Committee
and Chairman of the Health, Safety and Environment
Committee of the Company.
He is a Director of Reliance Industrial Investments and
Holdings Limited and Reliance Commercial Dealers
Limited. He is a member of the Audit Committee and
Nomination and Remuneration Committee of Reliance
Commercial Dealers Limited.
He has been instrumental in the execution of several mega
projects of the group including the Hazira Petrochemicals
complex and the worlds largest Refinery complex at
Jamnagar.
He has been awarded an Honorary Fellowship by IChemE
(Institution of Chemical Engineers the International
Professional body for Chemical, Biochemical and Process
Engineers) in recognition of his contribution to the
process industries.
He is the recipient of The 2011 D. Robert Yarnall Award
from The Engineering Alumni Society of the University of
Pennsylvania.
He was also conferred the Honorary CEPM-PMA Fellowship
Award for Project Management Excellence.
on March 31, 2015.
Shri P.M.S. Prasad (DIN 00012144) is a Whole-time
Director designated as Executive Director of the Company
since August 21, 2009.
He has been with the Company for about 34 years. Over
the years, he has held various senior positions in the Fibres,
Petrochemicals, Refining & Marketing and Exploration &
Production Businesses of the Company.
He holds Bachelors degrees in Science and Engineering.
He was awarded an honorary doctorate degree by the
University of Petroleum Engineering Studies, Dehradun
in recognition of his outstanding contribution to the
Petroleum sector. He has been conferred the Energy
Executive of the Year 2008 award by Petroleum Economist
in recognition of his leadership.
He is on the Board of Governors of the University of
Petroleum & Energy Studies, India.
He is a member of the Health, Safety and Environment
Committee and Risk Management Committee of the
Company.
Shri Pawan Kumar Kapil (DIN 02460200) has been

appointed as a Whole-time Director designated as
Executive Director of the Company with effect from May
16, 2010.
He holds Bachelors degree in Chemical Engineering and
has a rich experience of more than four decades in the
Petroleum Refining Industry.
He joined Reliance in 1996 and led the commissioning
and start-up of the Jamnagar complex. He was associated
with this project since conception right through Design,
Engineering, Construction and Commissioning. He also
led the commissioning of the manufacturing operations in
the Special Economic Zone (SEZ) at Jamnagar by Reliance.
He started his career in 1966 with the Indian Oil
Corporation. In the initial years he worked in various
capacities in Operations, Technical Services and startup/ commissioning of various Refinery Process Units/
facilities in Barauni and Gujarat Refineries. Being a person
with a strong penchant for analytical work and high
technology skills, he was chosen to head the Central
Technical Services Department at the Corporate Office
of Indian Oil Corporation. Here he did extensive work in
expansion of the existing refineries, energy optimisation,
debottlenecking studies and long range planning.
Then he moved to Mathura Refinery as the head of
Refinery Operations. From Mathura he was picked up
to become the Director (Technical) of Oil Coordination
Committee (OCC) - the Think Tank of the Ministry of
Petroleum, the Government of India. He has travelled
extensively and has been to USA, Russia, the Middle East,
Europe and the Far East in connection with refinery design,
technology selection, crude sourcing, etc. Having served
for 28 years in Indian Oil Corporation and OCC in various
capacities, he rose to the position of Executive Director
and spearheaded the setting up of Panipat Refinery for
the Indian Oil Corporation.
He has been the Site President of the Jamnagar complex
of the Company from 2001 to 2010. He is currently
heading Group Manufacturing Services (GMS) since
2011 and working towards achieving excellence in the
areas of HSE, Technology, Reliability and Operations of all
Manufacturing Sites covering Refineries, Petrochemicals
and Polyester Plants of the Company. Under his able
leadership, in 2005, the Jamnagar Refinery became the
first Asian Refinery to be declared the Best Refinery in
the world, at the World Refining & Fuel Conference at
San Francisco, USA. Both Refineries have bagged many
national and international awards for Excellence in
Safety performance, Energy conservation & Environment
management, including the Golden Peacock Global
Award for Sustainability for the year 2010.
He is a Director of Reliance Commercial Dealers Limited

and is a member of its Audit Committee and Nomination
and Remuneration Committee.
In recognition of his excellent achievements, the

CHEMTECH Foundation had conferred on him the
Outstanding Achievement Award for Oil Refining in
2008. He is also a Member of the Research Council of the
Indian Institute of Petroleum, Dehradun.

on March 31, 2015.
He is a member of the Health, Safety and Environment

Committee of the Company.
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150

He holds 8,000 shares of the Company in his name as on
March 31, 2015.
Shri Mansingh L. Bhakta (DIN 00001963) is senior partner
of Messers Kanga & Company, a leading firm of Advocates
and Solicitors in Mumbai. He has been in practice for
over 60 years and has vast experience in legal field and
particularly on matters relating to corporate laws, banking
and taxation.
He is a legal advisor to leading foreign and Indian
companies and banks. He has also been associated with
a large number of Euro issues made by Indian companies.
He was the Chairman of the Taxation Law Standing
Committee of LAWASIA, an Association of Lawyers of Asia
and Pacific, which has its headquarters in Australia.
He is a Director of the Indian Merchants Chamber,
Mumbai. He is the Lead Independent Director of the
Company. During his long legal career, he has served as
an Independent Director of a large number of leading
corporates including Larsen & Toubro Limited, SKF (India)
Limited, Kirloskar Oil Engines Limited, Arvind Limited and
Bennett Coleman & Company Limited.
He is a recipient of Rotary Centennial Service Award for
Professional Excellence from Rotary International. In its
normal annual survey conducted by Asia Law Journal,
Hong Kong, a leading International law journal, he has
been nominated as one of the Leading Lawyers of Asia
2011 for sixth consecutive years. Recently, Trans Asian
Chamber of Commerce & Industry conferred on him the
prestigious award of The Pillar of Hindustaanee Society
for the year 2014-15 in the field of Ethical Law Practice.
on March 31, 2015.
Shri Yogendra P. Trivedi (DIN 00001879) is practicing as
senior advocate in Supreme Court. He was a member of
the Rajya Sabha till April 02, 2014. He holds important
positions in various fields viz. economics, profession,
politics, commercial, education, medical field, sports and
social service. He has received various Awards and medals
for his contribution in various fields. He was a Director
in Central Bank of India and Dena Bank, amongst many
other reputed companies. He was the past President of
the Indian Merchants Chamber and presently is a Member
of the Managing Committee. He was on the Managing
Committee of ASSOCHAM and the International Chamber
of Commerce. He was the Hon Counsel of Republic of
Ethiopia.
He is the Chairman of Sai Service Private Limited and
Trivedi Consultants Private Limited. He is the Director
of The Supreme Industries Limited, Zodiac Clothing
Company Limited, New Consolidated Construction
Company Limited, Emami Limited and Federation of
Indian Automobile Association.
He is the Chairman of Indo African Chamber of Commerce.
He was the President of the Cricket Club of India. He
was the past President of the Western India Automobile
Association. He is also Member of the Indian Merchants
Chamber, All India Association of Industries, W.I.A.A. Club,
B.C.A Club, Orient Club, Royal Bombay Yatch Club. He is

also the Chairman of the Audit Committee, the Corporate
Social Responsibility and Governance Committee and
the Stakeholders Relationship Committee and Member
of the Human Resources, Nomination and Remuneration
Committee of the Company. He is a Member of the Audit
Committee of Zodiac Clothing Company Limited.
He has been conferred Honorary Doctorate (HonorisCausa)
by Fakir Mohan University, Balasore, Odisha.
March 31, 2015.
Dr. Dharam Vir Kapur (DIN 00001982) is an honours
Graduate in Electrical Engineering with wide experience
in Power, Capital Goods, Chemicals and Petrochemicals
Industries.
Dr. D.V. Kapur was the founding chairman-cum-managing
director of the National Thermal Power Corporation
(NTPC). He had an illustrious career in the government
sector with a successful track record of building vibrant
organisations and successful project implementation. In
a meeting of the executive directors of the World Bank
group, Dr. Kapur was once described as a model manager.
Prior to NTPC, he also served at the Hirakud dam project,
Punjab state electricity board, the Indian Railways, and
Bharat Heavy Electricals Limited, in various positions.
He has been secretary to the government of India in
the ministries of Power, Heavy Industry and Chemicals
& Petrochemicals. His significant contributions as
Secretary during 1980 to 1986 were introduction of
new management practices and liberalization initiatives
including authorship of Broad Banding and Minimum
Economic Sizes in industrial licensing. Dr. Kapur was also
member of various government committees including
Arjun Sengupta Committee to Review Policy for Public
Enterprises. Reports on Utilization and Conservation
of Energy and Perspective Planning of Petrochemical
Industry are still remembered as bibles of sorts for path
breaking recommendations made under his chairmanship.
He was associated with a number of national institutions,
including Indian Institute of Technology-Bombay as
chairman of its board of governors for over ten years,
National Productivity Council as its chairman, and as
member of the board of governors of the Administrative
Staff College of India and Indian Institute of ManagementLucknow. Jawaharlal Nehru Technological University
conferred on him the degree of D.Sc. He is also the recipient
of lifetime achievement awards and meritorious services
awards from a number of prestigious organisations
associated with energy and project management.
He is the Chairman (Emeritus) of Jacobs H&G (P) Limited.
In addition to Reliance Industries Limited, Dr. Kapur is also
a Director on the Boards of Honda Siel Power Products
Limited, DLF Limited and other private limited companies.
He has also been an independent director on the Board
of Tata Chemicals Limited, Larsen and Toubro Limited and
Ashok Leyland Limited. He was also founding Chairman
of Reliance Power Limited. In addition to this, he has
also chaired the boards of subsidiaries of multinational
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corporations, Jacobs Engineering Consultants (USA) and

GKN plc (UK). He is a member of the Human Resources,
Nomination and Remuneration Committee, the Corporate
Social Responsibility and Governance Committee and
the Health, Safety and Environment Committee of the
Company. He is the Chairman of Audit Committee,
Shareholders/Investors Grievance Committee and
Remuneration Committee of Honda Siel Power Products
Limited. He is a member of Audit Committee and Equity
Issuance Committee of DLF Limited. He is also the
Chairman of Corporate Governance Committee and
Shareholders/Investor Grievance Committee of DLF
Limited.
March 31, 2015.
Prof. Ashok Misra (DIN 00006051) is a B.Tech. in Chemical
Engineering from IIT Kanpur, M.S. in Chemical Engineering
from the Tufts University and a Ph.D. in Polymer Science &
Engineering from the University of Massachusetts. He has
also completed the Executive Development Programme
and Strategies for Improving Directors Effectiveness
Programme at the Kellogg School of Management,
Northwestern University.
He was the Director at the Indian Institute of Technology,
Bombay from 2000 to 2008, where he made significant
contribution taking the Institute to greater heights.
During his tenure, the IIT Bombay was transformed into
a leading Research & Development Institute, while at
the same time maintaining its reputation as a leader in
quality engineering education. Prior to this he was at
IIT Delhi from 1977-2000 and at Monsanto Chemical Co.
from 1974-1977. He is currently the Chairman-EmeritusIndia, Intellectual Ventures. He is a Fellow of the National
Academy of Sciences, India (President from 2006 to
2008); the Indian National Academy of Engineering, the
Indian Institute of Chemical Engineers, the Indian Plastics
Institute and the Maharashtra Academy of Sciences.
He is the Founder President of the Polymer Processing
Academy, the former President of the Society of Polymer
Science, India and founder President of IIT Alumni Centre,
Bengaluru.
He is an Independent Director on the Board of Jubilant
Life Sciences Limited. He is a member of Audit Committee,
Sustainability and CSR Committee and Stakeholders
Relationship Committee of Jubilant Life Sciences Limited.
He is the Chairman of the Board of Governors of IIT
Roorkee, member of Board of Governors, IIT, Delhi and
a member of the Central Advisory Board of Education of
MHRD.
He is a member of the Stakeholders Relationship
Committee of the Company and a Member of the
Investment Committee for Aditya Birla Private Equity
Sunrise Fund. He was on the Board of National Thermal
Power Corporation Limited for 6 years. He is/has been
on the Boards or Councils of several national and
international institutions. He has received several awards
including the Distinguished Alumnus Awards from all his
alma maters IIT Kanpur, Tufts University and University of
Massachusetts. He was awarded the Distinguished Service

Award by IIT Delhi during its Golden Jubilee in 2011. He
has co-authored a book on Polymers, was awarded 6
patents and has over 150 international publications. He is
on the editorial board of several scientific journals.
March 31, 2015.
Prof. Dipak C. Jain (DIN 00228513) has a M.S. in
Mathematical Statistics from Guwahati University,
India and a Ph.D. in Marketing from the University of
Texas at Dellas, United States of America. Prof. Jain is a
distinguished teacher and scholar. He had been Dean
of the Kellogg School of Management, Northwestern
University, Evanston, Illinois, United States of America
from 2001 to 2009 and an Associate Dean from 1996 to
2001. Currently, he is a Chaired Professor of Marketing at
INSEAD, a leading business school with three campuses
at Fontainebleau (Paris), France, Singapore and Abu
Dhabi. He has served as the Dean of INSEAD from 201113. He is a Director of Sasin Graduate Institute of Business
Administration of Chulalongkorn University, Bangkok
(Thailand). He has more than 30 years of experience in
management education. He has published several articles
in international journals on marketing and allied subjects.
His academic honors include the Sidney Levy Award for
Excellence in Teaching in 1995; the John D.C. Little Best
Paper Award in 1991; Kraft Research Professorships in
1989-90 and 1990-91; the Beatrice Research Professorship
in 1987-88; the Outstanding Educator Award from the
State of Assam in India in 1982; Gold Medal for the Best
Post- Graduate of the Year from Guwahati University in
India in 1978; Gold Medal for the Best Graduate of the
Year from Darrang College in Assam in India in 1976;
Gold Medal from Jaycees International in 1976; the Youth
Merit Award from Rotary International in 1976; and the
Jawaharlal Nehru Merit Award, the Government of India
in 1976.
He is a Director of John Deere & Company, United States
of America, Global Logistic Properties, Singapore and
Northern Trust Bank, United States of America. He is also
a Director of Reliance Retail Ventures Limited, Reliance Jio
Infocomm Limited and HT Global Education. He is a member
of Audit Committee, Corporate Social Responsibility
Committee and Nomination and Remuneration
Committee of Reliance Retail Ventures Limited and also
a member of Nomination and Remuneration Committee
and Audit Committee of Reliance Jio Infocomm Limited.
He does not hold any shares of the Company in his name
as on March 31, 2015.
Dr. Raghunath A. Mashelkar, (DIN 00074119) National
Research Professor, is presently also the President of
Global Research Alliance, a network of publicly funded
R&D Institutes from Asia-Pacific, Europe and USA with over
60,000 scientists.
Dr. Mashelkar served as the Director General of Council
of Scientific and Industrial Research (CSIR), with thirtyeight laboratories and about 20,000 employees for over
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152

eleven years. He was also the President of Indian National
Science Academy and President of Institution of Chemical
Engineers (UK).
publicly funded R&D institutions around the World; his

contributions in South Africa, Indonesia and Croatia have
been particularly notable.
Dr. Mashelkar is on the Board of Directors of several other

reputed companies such as Tata Motors Limited, Thermax
Limited, Piramal Enterprises Limited, KPIT Technologies
Limited, TAL Manufacturing Solutions Limited and several
other private limited companies. He is Chairman of the
Safety, Health and Environment Committee as well as
Corporate Social Responsibility Committee of Tata Motors
Limited. He is a member of the Audit Committee and
Nomination & Remuneration Committee of Tata Motors
Limited and TAL Manufacturing Solutions Limited. He is
also member of Audit Committee of Piramal Enterprises
Limited.
The President of India honoured Dr. Mashelkar with

Padmashri (1991), with Padmabhushan (2000) and with
Padma Vibhushan (2014), which are three of the highest
civilian honours in recognition of his contribution to
nation building.
Dr. Mashelkar is a member of the Audit Committee,

the Human Resources, Nomination and Remuneration
Committee and the Corporate Social Responsibility and
Governance Committee of the Company.
Dr. Mashelkar is only the third Indian engineer to have
been elected (1998) as Fellow of Royal Society (FRS),
London in the twentieth century. He was elected Foreign
Associate of National Academy of Science (USA) in 2005,
Associate Foreign Member, American Academy of Arts &
Sciences (2011); Foreign Fellow of US National Academy
of Engineering (2003); Fellow of Royal Academy of
Engineering, U.K. (1996), Foreign Fellow of Australian
Technological Science and Engineering Academy (2008)
and Fellow of World Academy of Art & Science, USA (2000).
In August 1997, Business India named Dr. Mashelkar
as being among the 50 path-breakers in the postIndependent India. In 1998, Dr. Mashelkar won the JRD
Tata Corporate Leadership Award, the first scientist to
win it. In June, 1999, Business India did a cover story on
Dr. Mashelkar as CEO OF CSIR Inc., a dream that he himself
had articulated, when he took over as DG, CSIR in July
1995. On November 16, 2005, he received the Business
Week (USA) award of Stars of Asia at the hands of George
Bush (Sr.), the former President of USA. He was the first
Asian Scientist to receive it.
Deeply connected with the innovation movement in India,
Dr. Mashelkar is currently the Chairman of Indias National
Innovation Foundation, Reliance Innovation Council,
Thermax Innovation Council, KPIT Technology Innovation
Council and Marico Innovation Foundation.
Thirty three universities have honored him with honorary
doctorates, which include Universities of London, Salford,
Swinburne,Pretoria, Wisconsin and Delhi.
In the post-liberalized India, Dr. Mashelkar has played
a critical role in shaping Indias S&T policies. He was a
member of the Scientific Advisory Council to the Prime
Minister and also of the Scientific Advisory Committee
to the Cabinet set up by successive governments. He has
chaired twelve high powered committees set up to look
into diverse issues of higher education, national auto fuel
policy, overhauling the Indian drug regulatory system,
dealing with the menace of spurious drugs, reforming
Indian agriculture research system, etc. He has been
a much sought after consultant for restructuring the

Shri Adil Zainulbhai (DIN 06646490) is currently Chairman
of Quality Council of India, He retired as Chairman of
McKinsey, India after 34 years at McKinsey, the last 10
of which were in India. Prior to returning to India, he
led the Washington office of McKinsey and founded the
Minneapolis office.
Shri Adil has worked directly with the CEOs and promoters
of some of the major companies in India and globally
private companies, MNCs and PSUs.
Shri Adil has been working with several parts of the
government also and led efforts around urbanization,
inclusive growth and energy.
Shri Adil has co-edited the book, Reimagining India which
featured 60 authors including prominent businessmen,
academicians, economists, authors and journalists. The
book has been #1 in non-fiction in India on its release and
#2 on Amazons International Business List in the US.
Shri Adil grew up in Bombay and graduated in Mechanical
Engineering from the Indian Institute of Technology. He
also has an M.B.A. from Harvard Business School.
Shri Adil is very active in community, social causes and
education. He is a Board member of Saifee Hospital,
Board of Trustees at Saifee Burhani Upliftment Trust
(redeveloping Bhendi Bazaar in Mumbai), Wockhardt
Foundation, Piramal Swasthya. He was President of
Harvard Business School Alumni Association of India and
is on the Global Advisory Board of the Booth School of
Business at University of Chicago.
Shri Adil is a Director of Harvard Business School Club
of India, Network18 Media and Investments Limited,
Reliance Jio Infocomm Limited, Cipla Limited, Reliance
Retail Ventures Limited and Larsen and Toubro Limited.
Shri Adil is a Board Member of McKinsey Investment
Office, Washington. Shri Adil is Chairman of the Human
Resources, Nomination and Remuneration Committee and
Risk Management Committee and Member of the Audit
Committee of the Company. He is Chairman of the Audit
Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee and Corporate
Social Responsibility Committee of Network18 Media and
Investments Limited. He is also the Chairman of Audit
Committee, Nomination and Remuneration Committee
and Corporate Social Responsibility Committee of Reliance
Jio Infocomm Limited and Reliance Retail Ventures Limited.
He is a member of Audit Committee of Cipla Limited.
02-45
46-103
104-201
202-315
316-348
Corporate Overview
Management Review
Governance
Smt. Nita M. Ambani (DIN 03115198) is a Commerce

Graduate from Mumbai University and a Diploma holder
in Early Childhood Education.
For over two decades, Smt. Nita M. Ambani has played
a pivotal role in Reliances CSR initiatives and made
a significant contribution to Indias social sector
development. She is the Founder and Chairperson of
Reliance Foundation, one of Indias foremost philanthropic
institutions with a commitment to building an inclusive
India. In accomplishing this vision, she has inspired
and led the implementation of many path-breaking
initiatives in education, health, rural transformation,
urban renewal, environmental protection, disaster relief
and rehabilitation, sports, arts, culture and heritage.
Cumulatively, the Reliance Foundation has impacted the
lives of over 4 million people in over 5,500 villages and
various urban locations.
Smt. Nita M. Ambani was at the forefront of the ecological
development of Reliances Jamnagar refinery site by
implementing a greening plan covering 3.2 million trees
over 2000 acres, which led to the annual rainfall in this
area nearly doubling. She also designed and developed
a world-class township for 5500 families in Jamnagar,
setting new standards in the provision of urban facilities
and in the quality of life of people. Under her leadership,
the Reliance Foundation BIJ (Bharat-India Jodo), which
aims to bridge the gap between rural India and urban
India by catalyzing sustainable growth in the rural areas,
has reached out to about 48,500 households in over 470
villages, across 12 states.
Smt. Nita M. Ambani exemplified her commitment to
peoples welfare by leading the rescue and rehabilitation
efforts in the 2001 Gujarat earthquake. In the aftermath of
the natural calamities in Uttarakhand in 2013 and Jammu
and Kashmir in 2014, she spearheaded the operation
Mission Rahat. Reliance Foundation was one of the first
organizations to deploy its team to some of the most
inaccessible locations with a focus on providing prompt
relief to the affected families and continues to impact their
lives through long-term support by way of reconstruction
of schools and homes.
Smt. Nita M. Ambani provides leadership to 13 schools
that educate over 15,000 students. She is the Founder &
Chairperson of Dhirubhai Ambani International School
(DAIS), which just in a span of 12 years has emerged as
a centre of excellence. In 2014, Education World ranked
DAIS as the No. 1 International School in India for the
2nd consecutive year and the Hindustan Times has
ranked it as the No. 1 School in Mumbai for 3 years in
a row in 2012, 2013 and 2014. The Dhirubhai Ambani
Scholarship Programme has reached out to over 10,000
scholars across India, with about 20% of them being
specially-abled, enabling them to pursue higher education
opportunities. Under her leadership, Reliance Foundation
is planning to establish a world-class multi-disciplinary
university, with cutting-edge research facilities.
Smt. Nita M. Ambani is the President of Sir H. N. Reliance

Foundation Hospital and Research Centre, which was
inaugurated by the Honble Prime Minister of India
Shri Narendra Modi in 2014. With state-of-the-art
infrastructure facilities and technologies and a team of
highly qualified and committed team of doctors, nurses
and paramedical staff, the hospital aims to provide
affordable international healthcare for all. Reliance
Foundations Health for All initiative, which aims to
provide affordable quality healthcare, has reached out to
over 4 lakh people in Mumbai. She has recently joined the
Board of MD Anderson Cancer Centre, USA, which is the
worlds premier cancer centre with a mission to making
cancer history. Smt. Nita M. Ambani is the first Indian and
the second Asian to join the Board of MD Anderson. The
Reliance Foundation Drishti launched by her in 2003 has
completed over 14,000 corneal transplants across the
country, and in 2012, it launched a registered international
Braille newspaper in Hindi, which has now circulation
across India and in 17 other countries.
Smt. Nita M. Ambani is the inspiring architect of the
Mumbai Indians. The Mumbai Indians and Reliance
Foundations Education For All initiative led by her
has impacted the lives of over 70,000 underprivileged
children. She has been spearheading various sports for
development initiatives that support childrens holistic
development and also provide them various life skills. The
Reliance Foundation Jr. NBA program, launched in 2013 in
association with the National Basketball Association, has
reached out to 1 million children across 1,000 schools in
India. She is the Founder & Chairperson of Football Sports
Development Limited that launched the Indian Super
League (ISL) in 2014. With the overwhelming response
of fans and football enthusiasts, ISL has been a groundbreaking success in its very first season itself and has
emerged as the fourth largest football league in the world
in terms of stadium attendance. She leads a grassroots
football programme to identify and develop talent from
all over India and it has reached out to over 500,000
children in the very first year. Thus, she plays a catalytic
role in multiple sports.
Over the years, Smt. Nita M. Ambani has received many
awards and honours. In 2013, Sri Chandrasekharendra
Saraswathi Viswa Mahavidyalaya (SCSVMV University),
Kanchipuram conferred on her the Honourary Doctoral
Degree (D. Litt) in recognition of her multifarious
contributions to the social sector. In 2015, the All India
Management Association (AIMA) conferred on her
the Entrepreneur of the Year award, for her visionary
leadership in many path-breaking initiatives, positively
impacting millions of lives.
Smt. Nita M. Ambani is a Director of EIH Limited.
She is a promoter and holds 33,98,146 shares of the
Company in her name as on March 31, 2015.
153

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122

Reliance Industries Limited

Invest. Innovate. Inspire. For a new India.

Annual Report 2014-15

CORPORATE GOVERNANCE REPORT

STATEMENT ON COMPANYS PHILOSOPHY ON

Corporate Governance encompasses a set of systems and

components of good governance by carefully balancing

Corporate Governance Report

For decades, RIL is growing in step with Indias industrial

Appropriate Governance Structure with defined

mitigation measures, financial reports from the CFO and

Audits and internal checks and balances

Reliance Industries Limited

Invest. Innovate. Inspire. For a new India.

Annual Report 2014-15

CORPORATE GOVERNANCE REPORT (CONTINUED)

Management Initiatives for Controls and

Best Corporate Governance practices

Business and Functional Risk and Assurance

RILs sustainability reporting journey

Working towards Planet, People, Product,

Social, Environmental and Economic

Corporate Governance Report

physical, environmental and social. RIL gives utmost

General meetings, Payment of Dividend, Maintenance of

Role of the Company Secretary in overall

Observance of the Secretarial Standards issued

Smt. Nita M. Ambani is the spouse of Shri Mukesh D.

Selection of Independent Directors

Reliance Industries Limited

Invest. Innovate. Inspire. For a new India.

Annual Report 2014-15

CORPORATE GOVERNANCE REPORT (CONTINUED)

discuss matters pertaining to the Companys affairs and

Familiarisation programmes for Board Members

Six meetings of Independent Directors were held during

The Board members are provided with necessary

Lead Independent Director

Meetings of Independent Directors

BOARD MEETINGS, BOARD COMMITTEE

Corporate Governance Report

The Companys internal guidelines for Board/Board

Scheduling and selection of agenda items for

the conduct of the Company or taken an adverse view

Formation/reconstitution of Board Committees

Reliance Industries Limited

Invest. Innovate. Inspire. For a new India.

Annual Report 2014-15

CORPORATE GOVERNANCE REPORT (CONTINUED)

Recording minutes of proceedings at Board and

Internal Audit findings and External Audit Reports

The Company Secretary records minutes of proceedings

Post meeting follow-up mechanism

Status of business risk exposures, its management and

Board material distributed in advance

The agenda and notes on agenda are circulated to

The guidelines for Board and Board Committee meetings

Matters required to be included in the Directors

Changes, if any, in accounting policies and practices

Major accounting entries involving estimates based

Significant adjustments made in financial statements

Compliance with listing and other legal requirements

Statement of significant related party transactions

Internal audit reports relating to internal control

Reviewing the appointment, removal and terms of