Reliance Industries Ltd
Chairman Speech
Dear and Esteemed Fellow Shareowners,
At the outset, it is my pleasant duty to inform you that recently, your Company has
successfully completed the Rights Issue of 53,124 crore. It was oversubscribed 1.59 times,
cumulating to an overall commitment of over 84,000 crore. With feelings of pride and
humility, I would like to let you know that this was the largest Rights Issue in the last
10 years globally by a non-financial institution, and the largest ever in India. Your
Company thus created a new landmark in the history of India's capital market.
One of its significant features was that the public portion was also subscribed 1.22
times, reflecting their widespread and unwavering confidence in RIL's vision of the
future. The Rights Entitlement (RE) was actively traded with the prices always being
higher than the intrinsic value and these healthy premia were a reflection of the
broad-based interest in the Rights Issue. I convey my profuse and profound thanks to all
of you, both domestic and foreign public shareholders, for your overwhelming response to
the Rights Issue.
The success of RIL's Rights Issue becomes all the more significant when seen in the
context of the prolonged nationwide lockdown necessitated by the COVID-19 pandemic. It is
a vote of confidence, by both domestic and foreign investors, in the intrinsic strength of
the Indian economy. I have no doubt that the Indian economy will bounce back to follow a
high-growth trajectory in the times to come.
I dedicate the success of the Rights Issue to our Founder and timeless source of
inspiration and guidance, Shri Dhirubhai H. Ambani, who pioneered people-oriented
investment culture in India. He taught us to remember, always, that you are Reliance's
biggest source of strength and that we must treasure your trust as our greatest asset. I
am therefore both delighted and humbled by your extraordinary show of confidence in the
future of Reliance.
We have recently raised over Rs 1,68,818 crore through investments by global tech
investors into Jio Platforms of Rs 1,15,694 crore and the Rights Issue of Rs 53,124 crore.
The combined capital raised has no precedence globally in such a short time. Both of these
are also unprecedented in Indian corporate history and have set new benchmarks. This is
even more remarkable that this was achieved amidst a global lockdown caused by the
COVID-19 pandemic.
Along with the stake sale to BP in the petro-retail JV, the total fund raise is in
excess of Rs 1,75,000 crore. Our net debt was Rs 1,61,035 crore, as on 31st March 2020.
With these investments, RIL has now become net debt-free.
Dear Shareowners,
During these extraordinary times of the COVID-19 pandemic, our Company has been
contributing positively to the social and financial well-being of all our stakeholders,
above all, to the common people of India. Value of human life is of utmost importance, and
this fundamental principle continues to guide our business and philanthropic activities.
We have come together as an organisation, with the combined strengths of Reliance
Industries, Reliance Retail, Reliance Jio, Reliance Life Sciences, Reliance Foundation and
all the members of the Reliance family, to deploy a sustainable and resilient response to
this global pandemic. Our multifarious activities, and our widely publicised motto,
#CoronaHaaregaIndiaJeetega, have won much appreciation from the people, the media,
and the authorities at the central, state and local levels.
Even as we help the nation battle this crisis, we remain committed to growing our
traditional and new businesses, which are guided by our long-term vision of a prosperous
Digital India. During FY 2019-20, Reliance executed on the next phase of its growth
journey, forging transformative partnerships across businesses. Recognising the pivotal
role of Reliance Jio in India's digital transformation, global technology giants Microsoft
and Facebook have partnered with us. With Facebook, the strategic focus of the partnership
is India's Micro, Small and Medium Enterprises (MSMEs), farmers, small merchants and Small
and Medium Enterprises (SMEs) in the informal sector. Additionally, the partnerships will
empower people and enterprises seeking state-of-the-art digital services. Marquee
technology-focused investors have also endorsed our strategic direction with significant
equity investments into Jio Platforms Ltd.
In the Energy businesses, Reliance is working to complete the contours of a strategic
partnership with Saudi Aramco. The partnership gives our refineries access to a wide
portfolio of value-accretive crude grades and enhanced feedstock security for a higher
oil-to-chemicals conversion. In the fuel retail business, Reliance and BP formed a new JV
to grow the retail service station network and aviation fuels business across India.
Our Consumer businesses continue to establish new milestones every year, with Reliance
Retail and Jio collectively having grown by 49.3% y-o-y of the consolidated EBITDA.
We delivered a robust performance in our Oil-to-Chemicals (O2C) business despite the weak
global economic environment and volatility in energy markets. Our consolidated EBITDA
crossed the 1,00,000 crore mark, a first by an Indian company.
The global economy grew at 2.4% in CY 2019, slowing from 3.0% in CY 2018 amid global
trade war, tari -related uncertainties and Brexit. The COVID-19 crisis has further
impacted the slowdown. The Indian economy grew by 3.8% in FY 2019-20, remaining one of the
fastest growing major economies in the world. Industrial activities remained healthy in
the beginning of the year, but saw some weakness later. Auto sales su ered due to weak
credit conditions, demand softness, and change in regulatory norms. However, services
credit averaged at a healthy 10% y-o-y growth even as credit growth deteriorated.
In a volatile environment, Reliance recorded consolidated net profit of 44,324 crore
(US$5.9 billion) during the year, registering a growth of 11.3% y-o-y (before
exceptional items on account of COVID-19). Our consumer businesses further strengthened
their leadership positions and recorded robust growth on all operating and financial
parameters during the year. Both Reliance Retail and Reliance Jio continue to work towards
providing superior products and services to Indian consumers. Our O2C business delivered
sustained earnings due to its integrated portfolio, cost competitiveness, feedstock
flexibility and product placement capabilities.
The strong financial performance also reflected the increasing contribution of consumer
businesses in Reliance's earnings. Consumer businesses now account for 35% of our
consolidated segment EBITDA.
Retail business continues to scale new heights, achieving important milestones during
the year – achieving a turnover of Rs 1,62,936 crore and a store count of 11,784. We
are witnessing incredible growth and strong traction across consumption baskets, on the
back of unmatched service and value proposition. It is heartening to see India embrace the
new possibilities of digital life. Reliance Jio continues to add subscribers at a rate
unprecedented in the telecom world. With 387.5 million mobile data subscribers (as of
March 31, 2020), Reliance Jio has truly become the digital lifeline of Indians.
RELIANCE RETAIL
Reliance Retail continues to grow in scale, driven by new store expansions across the
geography, improving store throughput and favourable product mix. Operating leverage is
resulting in the release of strong operating cash flows to continue making requisite
investments to secure future readiness and delivering profitable growth. Roll-out of the
Digital Commerce initiative will open up further growth opportunities for the organised
retail business, leveraging the best of our consumer and digital platforms. Reliance
Retail and WhatsApp have entered into a commercial partnership agreement to further
accelerate Reliance Retail's Digital Commerce business on the JioMart platform using
WhatsApp and to support small businesses on WhatsApp. Reliance Retail has the largest
customer franchise for over 125 million registered customers who cherish all its unique
store concepts. Every week, Reliance Retail serves millions of customers who patronise our
stores.
DIGITAL SERVICES
Reliance Jio has been the key catalyst in creating the broadband data market in India.
It is now the #1 ranked mobile telecom operator in the country by both Adjusted Gross
Revenue (AGR) and subscribers. Building on this success, Reliance Jio is rolling out its
state-of-the-art wireline services across homes and enterprises. All this will help lay a
strong foundation for Offering platform-based digital services. India is the
second-largest smartphone market in the world after China, with approximately 450 million
unique smartphone users. Over the past two years, JioPhone has successfully transitioned
approximately 100 million erstwhile feature phone (2G) users to the 4G network. However,
there are still millions of 2G phone users in India, who cannot use the Internet and are
hence excluded from enjoying the fruits of digital life. This highlights the urgent need
for India to transition fully from the 2G era into the 4G era and beyond, and the
opportunity Jio has in this transformation. Jio's success in building technology
specifically for India and its ability to proliferate across the country has attracted
global technology leaders – Facebook and Microsoft—to forge partnerships with
it. RIL, Jio Platforms and Facebook Inc. signed binding agreements for an investment of Rs
43,574 crore by Facebook into Jio Platforms. This partnership is aimed at accelerating
India's all-round development, fulfilling the needs of Indian people and the Indian
economy. The joint focus will be to digitally enable and empower India's 60 million MSMEs,
120 million farmers, 30 million small merchants and millions of SMEs in the informal
sector, in addition to empowering people seeking various digital services. Last year, we
announced our partnership with Microsoft. The aim of these partnerships is to enhance the
adoption of leading technologies such as data analytics, Artificial Intelligence (AI),
cognitive services, Blockchain, Internet of Things (IoT), and edge computing among SMEs to
make them ready to compete and grow, while helping accelerate technology-led GDP growth in
India and driving adoption of next-gen technology solutions at scale.
REFINING AND MARKETING
Global economic uncertainty and trade tensions impacted oil demand, which reached its
lowest level since 2011, even while the global oil supply grew. Despite the global
downturn, RIL continued to outperform Singapore complex margins with a premium of
US$5.7/bbl, significantly above its 5-year average. Our Petro-retail segment outperformed
the industry with y-o-y growth of 9.8% in retail diesel and 14.7% in retail gasoline
volume.
FY 2019-20 revenue from the Refining and Marketing (R&M) segment declined by 1.6%
y-o-y to Rs 3,87,522 crore and segment EBITDA decreased by 6.1% y-o-y to Rs 24,461 crore.
The R&M segment performance was impacted due to lower price realisations due to fall
in crude prices and weaker product margins, particularly for transportation fuels.
PETROCHEMICALS
The Petrochemicals segment continues to harness the power of chemistry to bring smiles
to our customers and end consumers. FY 2019-20 witnessed volatile energy price
environment, which echoed in petrochemical feedstock and product prices. Global macro
factors such as trade barriers, excess capacities, geo-political uncertainties and
regulatory pressure, among others, weighed on demand and price, resulting in decline in
petrochemicals margins.
FY 2019-20 revenue from the Petrochemicals segment decreased by 15.6% to Rs 1,45,264
crore due to lower price realisations with weaker demand in well-supplied markets.
Petrochemicals segment EBITDA was at Rs 30,933 crore, down due to lower margins in key
products — Paraxylene (PX), Monoethylene Glycol (MEG), Polyethylene Terephthalate
(PET), Polypropylene (PP) and Polyethylene (PE).
OIL AND GAS
Development of R-Cluster, Satellite Cluster and MJ fields — three projects in
KG-D6 are on track to monetise discoveries. These projects will utilise the existing gas
production infrastructure of KG D6 block. Further, this infrastructure can act as a hub
for development of any discovery from contiguous areas in future. Combined production from
these three projects is expected to significantly reduce India's import dependence and
enhance India's energy security. The peak production from these three fields is expected
to reach 1 BCFe per day in 2023, about 15% of India's projected demand that year. We also
progressed on the second phase of development activities at our domestic Coal Bed Methane
(CBM) blocks to enhance production from these fields.
ROBUST CASH FLOWS AND BALANCE SHEET
During the year, Reliance generated a record EBITDA of 1,02,280 crore, up 10.4% y-o-y,
and its net profit of 44,324 crore, up 11.3% y-o-y. (before exceptional items on account
of COVID-19).
Reliance continues to tie up new financing as well as refinance its existing loans as
part of its ongoing liability management exercise. Reliance was awarded Best Issuer
(Corporate) – South Asia by The Asset, Asia's leading financial publication for
issuers and investors. During the year, RIL issued €405 million Schuldschein. RIL's
inaugural Schuldschein was tied up as a combination of fixed and floating rate notes and a
combined average tenor of over five years. RIL is the first non-European domiciled
borrower and the first Asian corporate to enter this traditionally German-centric debt
market utilising a broad marketing strategy. This transaction was the largest syndicated
Schuldschein issuance by a non-European company and the largest in the Oil & Gas
sector globally. RIL also tied up two Export Credit Agency (ECA) supported financing
— US$200 million and JPY5.30 billion Korea Trade Insurance Corporation (KSure)
supported financing — along with €341 million direct facility from Export-Import
Bank of Korea (KEXIM) and US$365 million facility guaranteed by KEXIM. Our diversified
earnings streams and conservative Balance Sheet place Reliance at an advantageous position
to face the ongoing macro challenges. We are fully committed on our investment plans in
our consumer businesses and new initiatives. We are at the doorsteps of a huge opportunity
and our Rights Issue and all other equity transactions will strengthen Reliance and
position us to create substantial value for all our stakeholders in the years to come.
SUSTAINABILITY
We are committed to making continuous improvements across the Triple Bottom Line
(People, Planet and Profit) and enabling positive change in our society. Our ability to
manage, utilise and transform the six capitals – natural capital, human capital,
manufactured capital, intellectual capital, financial capital, and social and relationship
capital – is the key to creating value for our multiple stakeholders. In our
relentless pursuit of excellence, noteworthy capital investments were undertaken, which
led to the resource optimisation and enhancement of operational e ciency. We are committed
to becoming a leader in circular economy and are one of the largest recyclers of plastics
in India. Integral to growing revenue is the ongoing improvement of our social and
relationship capital. Reliance Foundation is committed to bring about a positive change in
the lives of our stakeholders. Our business objectives are aligned with the global
Sustainable Development Goals, which is reflected through our work in the areas of rural
transformation, health, education, sports for development, disaster response, arts,
culture and heritage, and urban renewal. In these testing times of COVID-19, Reliance
Foundation is running the world's largest food-distribution programme to serve the ones
worst hit by the pandemic.
COVID 19 PANDEMIC RESPONSE
We have been tirelessly working on a multi-pronged prevention, mitigation, adaptation
and ongoing support strategy with the government and civil society to beat this pandemic.
From hospitals and equipment to catering to everyday needs such as hunger and safety, we
have mustered all our resources to serve our people and our country. As soon as the
COVID-19 crisis surfaced in our country, Reliance Foundation set up India's first
dedicated 100-bed COVID-19 hospital in Mumbai in just two weeks, and is expanding the
capacity to 250 beds. India's frontline warriors needed Personal Protective Equipment
(PPE) in this battle against COVID-19. So, we swiftly established a unit in Silvassa to
mass produce high-quality PPEs. We produce 1 lakh PPEs per day and are the largest
producer of high-quality PPEs in India. To further extend our services to those in need,
we launched Mission Anna Seva to provide meals and support marginalised communities
and frontline warriors across the nation. So far, RF has provided over 5 crore nutritious
meals through ration kits, food coupons and cooked meals across 17 states and a Union
Territory of India. This is the single largest meal distribution programme ever undertaken
in the world by a corporate foundation.
During the crisis, Reliance Retail is working to provide essential supplies every day
to millions of Indians through our stores and home deliveries across over 200 cities.
Reliance Jio continues to provide seamless connectivity in this time of distress and help
India fight COVID-19 through the use of technology: enabling work-from-home,
learn-from-home, and health-at-home for Indians; enabling continuity of service for
lower-end users of JioPhone; Government of India's Corona Helpline and Reliance
Foundation's COVID India tool. To ensure the health and well-being of our employees and
their families, we have set up several initiatives such as the nationwide emergency
response infrastructure that is available 24x7. We have also created JioHealthHub app for
free virtual video consultation with all of our doctors and developed resources for mental
health, emotional well-being, yoga, wellness, nutrition and psychological guidance.
CONCLUSION
We are in a rapidly changing world where digital connectivity, abundance of data and
intelligent harnessing of data are reshaping value creation models across verticals.
Despite the volatility, in the economic environment, we continue to improve and evolve
consistently, fostering an entrepreneurial mindset across the organisation. Overall, we
have delivered yet another year of robust performance, achieving remarkable success across
our businesses. At Reliance, our purpose has been to solve the big problems before India
and the world. We started with the purpose of clothing millions of Indians, ensuring that
every Indian gets a decent quality of life, and then solving the problem of energy. As we
grew, we addressed India's bigger problems. With no prior experience, we entered organised
retail. Despite the odds, we had the tenacity to stay and to be persistent. With Jio, we
brought India into the Digital Age by connecting billions of Indians with world-class and
a ordable digital services. If we trace our history, we have always embraced the future
with boldness, and have both inspired and empowered future generations to succeed by
becoming entrepreneurial, setting ambitious goals, taking more risks and innovating
constantly in their enterprises. As we usher in the next decade, we accept the
responsibility as custodians of the future.
Our vision is to build a New Reliance for a New India. Our mission is to GROW
INDIA, AND GROW WITH INDIA. Your tremendous vote of confidence in the Rights Issue has
yet again convinced us that you fully endorse this vision and mission. Reliance's
foundational trust-based relationship with you has consistently spurred us to achieve
more. I assure you that Reliance will achieve more in its ongoing Golden Decade than it
did in the previous four decades. As we begin our journey in a new financial year, we
rededicate ourselves to the task of contributing our utmost to India's inclusive and
accelerated growth, propelled by the adoption of digital technologies. This will improve
the lives of 1.3 billion Indians and make India a leading DIGITAL NATION in the
world.
I would like to thank the entire team at Reliance for their untiring e orts and
unflinching commitment to achieve the lofty goals we have set for our Golden Decade. I
would like to convey my sincere appreciation to the Board of Directors for their guidance.
I would also like to express my heartiest gratitude to all our stakeholders for their
enduring faith in Reliance.
| With best wishes, |
| Sincerely, |
| Mukesh D. Ambani |
| Chairman and Managing Director |
| June 20, 2020 |
Reliance Industries Ltd
Directors Reports
Dear Members,
The Board of Directors are pleased to present the Company's Forty-second Annual Report
(Post-IPO) and the Company's audited financial statements (standalone and consolidated)
for the financial year ended March 31, 2019.
FINANCIAL RESULTS
The Company's financial performance for the year ended March 31, 2019 is summarised
below:
|
STANDALONE |
CONSOLIDATED |
|
2018-19 |
2017-18 |
2018-19 |
2017-18 |
|
crore |
US$ million* |
crore |
US$ million* |
crore |
US$ million* |
crore |
US$ million* |
| PROFIT BEFORE TAX |
47,367 |
6,849 |
45,725 |
7,016 |
55,227 |
7,986 |
49,426# |
7,584 |
| Less: Current Tax |
9,440 |
1,365 |
8,953 |
1,374 |
11,683 |
1,689 |
10,098 |
1,549 |
| Deferred Tax |
2,764 |
399 |
3160 |
485 |
3,707 |
536 |
3,248 |
498 |
| PROFIT FOR THE YEAR |
35,163 |
5,085 |
33,612 |
5,157 |
39,837 |
5,761 |
36,080 |
5,537 |
| Add: Other Comprehensive Income |
59,674 |
8,629 |
(3,503) |
(537) |
58,765 |
8,498 |
(1,635) |
(251) |
| Total Comprehensive Income for the year |
94,837 |
13,714 |
30,109 |
4,620 |
98,602 |
14,259 |
34,445 |
5,286 |
| Less: Total Comprehensive Income attributable to Non-Controlling Interest |
- |
- |
- |
- |
241 |
35 |
9 |
1 |
| Total Comprehensive Income attributable to owners of the Company |
94,837 |
13,714 |
30,109 |
4,620 |
98,361 |
14,224 |
34,436 |
5,285 |
| Add: Balance in Profit and Loss Account (Adjusted) |
31,569 |
5,550 |
34,506 |
5,999 |
15,533 |
2,580 |
14,467 |
2,413 |
| Add: Transferred from Capital Reserve Account |
- |
- |
- |
- |
- |
- |
- |
- |
| Add: Transferred from Revaluation Reserve |
- |
- |
- |
- |
- |
- |
327 |
50 |
| Add: Transferred from Share in Reserve of Associates |
- |
- |
- |
- |
- |
- |
10 |
2 |
| Add: Transferred from Share Based Payments Reserve |
- |
- |
4 |
1 |
- |
- |
4 |
1 |
| Less: On account ofAmalgamation/DivestmentofStake/Others |
- |
- |
- |
- |
(639) |
(92) |
(283) |
(43) |
| Less: Securities Premium on Redemption of Non-Cumulative Optionally Convertible
Preference Shares |
- |
- |
- |
- |
(15) |
(2) |
(144) |
(22) |
| Sub-Total |
1,26,406 |
19,264 |
64,619 |
10,620 |
1,13,240 |
16,710 |
48,817 |
7,686 |
| LESS: APPROPRIATION |
|
|
|
|
|
|
|
|
| Transferred to Statutory Reserve |
- |
- |
- |
- |
15 |
2 |
221 |
34 |
| Transferred to General Reserve |
30,000 |
4,338 |
25,000 |
3,836 |
30,000 |
4,338 |
25,000 |
3,836 |
| Transferred to Capital Redemption Reserve |
- |
- |
- |
- |
- |
- |
2 |
- |
| Transferred to Debenture Redemption Reserve |
4,124 |
596 |
4,134 |
634 |
4,147 |
600 |
4,145 |
636 |
| Dividend on Equity Shares n |
3,554 |
514 |
3,255 |
499 |
3,554 |
514 |
3,255 |
499 |
| Tax on dividend n |
728 |
105 |
661 |
101 |
728 |
105 |
661 |
101 |
| Closing Balance (Including Other Comprehensive Income) |
88,000 |
13,711 |
31,569 |
5,550 |
74,796 |
11,151 |
15,533 |
2,580 |
• 1 US$ = र 69.155 Exchange Rate as on March 31, 2019 (1 US$ = र 65.175 as on
March 31, 2018)
• Includes exceptional item of र 1,087 crore n Pertaining to previous
financial year
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
THE HIGHLIGHTS OF THE COMPANY'S PERFORMANCE (STANDALONE) FOR THE YEAR ENDED MARCH 31,
2019 ARE AS UNDER:
• Value of sales and services increased by 27.2% to र 4,00,986 crore (US$ 58
billion).
• Exports increased by 27.4% to र 2,24,391 crore (US$ 32.4 billion).
• PBDIT increased by 12.9% to र 67,676 crore (US$ 9.8 billion).
• Profit Before Tax increased by 3.6% to र 47,367 crore (US$ 6.8 billion).
• Cash Profit increased by 4.6% to र 48,485 crore (US$ 7.0 billion).
• Net Profit increased by 4.6% to र 35,163 crore (US$ 5.1 billion).
• Gross Refining Margin stood at US$ 9.2/bbl for the year ended March 31, 2019.
FINANCIAL PERFORMANCE REVIEW AND ANALYSIS (CONSOLIDATED)
The Company achieved a consolidated revenue of र 622,809 crore ($ 90.1 billion), an
increase of 44.6% as compared to र 430,731 crore in the previous year. Increase in
revenue was primarily on account of higher product price realization led by 22% y-o-y
increase in average Brent crude price, and increased petrochemical volumes. Robust growth
in Retail and Digital Services business also contributed to higher revenues. Operating
Profit before other income, depreciation and exceptional items increased by 30.8% on a
y-o-y basis to र 83,918 crore ($12.1 billion). Volume growth in Petrochemicals and
rapidly increasing contribution from consumer businesses led to significant rise in
operating profit for the year.
DIVIDEND
The Board of Directors has recommended a dividend of र 6.50 per equity share of र
10/- each (@65%) for the financial year ended March 31, 2019 (last year र 6/- per equity
share). The payout is expected to be र 4,641 crore (inclusive of dividend distribution
tax of र 789 crore). The dividend payment is subject to approval of members at the
ensuing Annual General Meeting.
The dividend recommended is in accordance with the Company's Dividend Distribution
Policy. The Dividend Distribution Policy of the Company is annexed herewith and marked as Annexure
I to this Report and the same is put up on the Company's website and can be accessed
at http://www.ril.com/ DownloadFiles/IRStatutory/Dividend- Distribution-Policy.pdf
MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and date of this report. There has been
no change in the nature of business of the Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a
separate section, forming part of the Annual Report.
DEVELOPMENTS IN BUSINESS OPERATIONS/PERFORMANCE
The developments in business operations/performance of the Company and its major
subsidiaries consolidated with the Company are as below:
REFINING & MARKETING BUSINESS
In FY 2018-19, refining EBIT decreased by 19.8% y-o-y to र 19,868 crore, impacted by
volatile crude prices, multiyear low gasoline and naphtha cracks. Weakness in light
distillate cracks was partly offset by firm middle distillate cracks. The Company's
refining margins declined to $9.2/bbl, however, maintained a significant $4.3/bbl premium
over the Singapore complex margins. With a countrywide operational network of 1,372 fuel
retail outlets, the Company covers all major highways across the country. Supported by the
network presence and the growing fleet customer count, Company's outlets registered an
outstanding pump throughput of more than double the industry average during the year.
PETROCHEMICALS BUSINESS
In FY 2018-19, petrochemicals business delivered its best ever performance with the
segment achieving its highest ever production level of 37.7 MMT, up 16% y-o-y.
Petrochemicals segment EBIT increased by 51.9% to its highest level of र 32,173 crore.
EBIT margin increased to 18.7% from 16.9%, aided by strong integrated polyester chain
margins. With the commencement of ethane cracking at Nagothane, all the key components of
petrochemical investment cycle are now fully contributing to the earnings.
OIL AND GAS (EXPLORATION & PRODUCTION) BUSINESS
In FY 2018-19, revenues decreased by 3.8% to र 5,005 crore. Volumes from domestic
upstream fields and US shale were lower on account of natural decline and slowdown in
development activity. Consequently, upstream operations registered EBIT of र (1,379)
crore. RIL is undertaking development of three deepwater fields, R-Cluster, Satellite-
Cluster and D55 (MJ) fields. These fields are expected to come onstream from mid-2020
onwards. The new development expects to leverage RIL's partnership with BP, existing
infrastructure in the Krishna-Godavari basin and current downturn in the capital equipment
and services market. More than 200 wells are on production in Reliance's domestic CBM
block with production averaging 1 mmscmd this year.
RETAIL BUSINESS
Reliance Retail achieved a turnover of र 1,30,566 crore in FY 2018-19, an increase of
88.7% y-o-y. The business delivered an EBIT of र 5,546 crore for FY 2018-19, more than
doubling over previous year. EBIT margin increased by 120 bps to 4.2% for the year. During
the year, Reliance Retail added over 2,800 stores and now operates 10,415 retail stores in
over 6,600 towns and cities covering an area of 22 million sq. ft. Reliance Retail
operated 516 owned petro retail outlets as on March 31, 2019.
DIGITAL SERVICES
Digital service business achieved revenue of र 46,506 crore, an increase of 94.5%
y-o-y. Segment EBIT increased by 176.7% to र 8,784 crore with EBIT margin of 18.9%. The
company added 120.1 million subscribers during the year, with year-end subscribers' base
at 306.7 million. This was driven by strong adoption of Jio services across the country
reflected by healthy customer engagement metrics on data and voice. The Board of Jio
approved the demerger of its passive infrastructure, tower and fiber assets into two
separate Special Purpose Vehicles (SPVs). The scheme of demerger was effective 31st March
2019 post all requisite internal, shareholder, debt holder and regulatory approvals. The
assets would be held by a separate Securities and Exchange Board of India registered
Infrastructure Investment Trusts (InvIT). This demerger deleverages the balance sheet and
establishes Jio franchise as an asset-light, digital services company.
MEDIA AND ENTERTAINMENT
Reliance's flagship media company Network18 Media & Investments Limited continued
on its growth trajectory, and invested in key areas to fill whitespaces or fortify its
competitive position. Focus during the year was on regional content, while ad-monetisation
witnessed accelerated growth across broadcasting and digital platforms and genres-news,
entertainment and film. Network18 reported revenues of र 5,116 crore (growth of 178%
y-o-y), and EBIT of र (52) crore on a consolidated basis.
ACQUISITION OF SHARES AND CONTROL OF DEN NETWORKS LIMITED (DEN) AND HATHWAY CABLE AND
DATACOM LIMITED (HATHWAY)
During the year, Digital Media Distribution Trust (DMDT), of which Reliance Content
Distribution Limited, a wholly-owned subsidiary of the Company is the sole beneficiary,
through six Special Purpose Vehicles (SPVs), owned and controlled by DMDT, acquired shares
of and sole control over Den Networks Limited and Hathway Cable and Datacom Limited and
also acquired indirect control over GTPL Hathway Limited and Hathway Bhawani Cabletel and
Datacom Limited.
CREDIT RATING
The Company's financial discipline and prudence is reflected in the strong credit
ratings ascribed by rating agencies as given below:
| Instrument |
Rating Agency |
Rating |
Outlook |
Remarks |
| International Debt |
S&P |
BBB+ |
Stable |
Two notches above India's sovereign rating |
| International Debt |
Moody's |
Baa2 |
Stable |
At par with India's sovereign rating |
| Long-Term Debt |
CRISIL |
CRISIL AAA |
Stable |
Highest rating awarded by CRISIL |
| Long-Term Debt |
India Ratings |
IND AAA |
Stable |
Highest rating awarded by India Ratings |
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of the Companies Act, 2013 ("the Act") and
Ind AS 110-Consolidated Financial Statements read with Ind AS 28 Investments in Associates
and Joint Venture and Ind AS 31-Interests in Joint Ventures, the audited consolidated
financial statement is provided in the Annual Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review, companies listed in Annexure II to this Report
have become or ceased to be Company's subsidiaries, joint ventures or associate companies.
A statement providing details of performance and salient features of the financial
statement of Subsidiary/ Associate/ Joint Venture companies, as per Section 129(3) of the
Act, is provided as Annexure A to the consolidated financial statement and therefore not
repeated, to avoid duplication.
The audited financial statement including the consolidated financial statement of the
Company and all other documents required to be attached thereto is put up on the Company's
website and can be accessed at http://www.ril.com/InvestorRelations/
FinancialReporting.aspx. The financial statements of the subsidiaries, as required, are
put up on the Company's website and can be accessed at http://www.ril.
com/InvestorRelations/Downloads.aspx
These documents will also be available for inspection on all working days, during
business hours, at the Registered Office of the Company.
The Company has formulated a Policy for determining Material Subsidiaries. The Policy
is put up on the Company's website and can be accessed at https://www.ril.
com/DownloadFiles/IRStatutory/Material- Subsidiaries.pdf
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to र Meetings of the Board of Directors' and र General Meetings', respectively, have
been duly followed by the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2019, the
applicable accounting standards read with requirements set out under Schedule III to the
Act have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2019 and of the profit of
the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by the Securities and Exchange
Board of India ("SEBI"). The Company has also implemented several best
governance practices. The report on Corporate Governance as stipulated under the Listing
Regulations forms part of the Annual Report. The requisite certificate from the Auditors
of the Company confirming compliance with the conditions of Corporate Governance is
attached to the report on Corporate Governance.
BUSINESS RESPONSIBILITY REPORT
As stipulated under the Listing Regulations, the Business Responsibility Report
describing the initiatives taken by the Company from an environmental, social and
governance perspective is attached as a part of the Annual Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financial
year with related parties were in its ordinary course of business and on an arm's length
basis. During the year, the Company had not entered into any
contract/arrangement/transaction with related parties which could be considered material
in accordance with the policy of the Company on materiality of related party transactions.
The Policy on Materiality of Related Party Transactions and on dealing with Related
Party Transactions as approved by the Board is put up on the Company's website and can be
accessed at http://www.ril. com/DownloadFiles/IRStatutory/Policy-on-
Materiality-of-RPT.pdf
There were no materially significant related party transactions which could have
potential conflict with interest of the Company at large.
Members may refer Note 31 to the Standalone Financial Statement which sets out related
party disclosures pursuant to Ind AS.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company has won the Golden Peacock Global Award 2018
for the success of its Corporate Social Responsibility initiatives. This is the third time
the Company won the award highlighting its commendable work under CSR ambit. The award is
to recognise the transformative work done by Reliance Foundation (RF), the CSR arm of the
Company. The Award instituted by the Institute of Directors (IOD), India in 1991, is
regarded as a benchmark of Corporate Excellence worldwide. Under the able leadership of
its Founder and Chairperson, Smt. Nita M. Ambani, RF has touched the lives of around 26
million people across India covering more than 18,000 villages and 200 urban locations.
The Corporate Social Responsibility and Governance ("CSR&G") Committee
has formulated and recommended to the Board, a Corporate Social Responsibility Policy
("CSR Policy") indicating the activities to be undertaken by the Company, which
has been approved by the Board. There has not been any change in the policy during the
current year.
The CSR Policy is put up on the Company's website and can be accessed at http://
www.ril.com/DownloadFiles/IRStatutory/ CSR-Policy.pdf
The key philosophy of CSR initiatives of the Company is guided by three core
commitments of Scale, Impact and Sustainability.
The Company has identified following focus areas for CSR engagement:
• Rural Transformation: Creating sustainable livelihood solutions, addressing
poverty, hunger and malnutrition including sustainable development of water and land
resources, diversification of livelihoods and access to knowledge resources through
digital platforms.
• Health: Promoting healthcare across all levels, including preventive health
care and sanitation through improved access, awareness and health seeking behaviour.
• Education: Setting up of an Institution of Eminence for higher education in
the country, access to quality education, training and skill enhancement including
employability enhancing vocational skills among youth.
• Sports for Development: Long-term commitment towards development of
grassroots sports in the country through training, mentoring and other development
programmes for the youth.
• Disaster Response: Managing and responding to disaster situations through
appropriate relief measures.
• Arts, Culture and Heritage: Protection and promotion of India's art, culture
and heritage.
• Environment: Environmental sustainability, ecological balance, conservation
of natural resources and promoting biodiversity.
The Company also undertakes other need-based initiatives in compliance with Schedule
VII to the Act.
During the year, the Company spent र 849 crore (around 2.09 % of the average net
profits of last three financial years) on CSR activities.
The annual report on CSR activities is annexed herewith and marked as Annexure III to
this Report.
RISK MANAGEMENT
The Company has an elaborate Group Risk Management Framework, which is designed to
enable risks to be identified, assessed and mitigated appropriately.
The Risk Management Committee of the Company has been entrusted with the responsibility
to assist the Board in
(a) overseeing and approving the Company's enterprise wide risk management framework;
and
(b) overseeing that all the risks that the organisation faces such as Strategic and
Commercial, Safety and Operations, Compliance and Control and Financial risks have been
identified and assessed and there is an adequate risk management infrastructure in place,
capable of addressing those risks.
More details on Risk Management indicating development and implementation of Risk
Management policy including identification of elements of risk and their mitigation are
covered in Management's Discussion and Analysis section, which forms part of the Annual
Report.
INTERNAL FINANCIAL CONTROLS
Internal Financial Controls are an integrated part of the risk management process,
addressing financial and financial reporting risks. The internal financial controls have
been documented, digitised and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is obtained through
management reviews, control selfassessment, continuous monitoring by functional experts as
well as testing of the internal financial control systems by the internal auditors and
statutory auditors during the course of their audits. The Company believes that these
systems provide reasonable assurance that Company's internal financial controls are
designed effectively and are operating as intended.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of the
Company, Shri P.K. Kapil and Smt. Nita M. Ambani, Directors of the Company, retire by
rotation at the ensuing Annual General Meeting. The Board of Directors on the
recommendation of the Human Resources, Nomination and Remuneration ("HRNR")
Committee has recommended their re-appointment.
Prof. Ashok Misra demitted office as an Independent Director of the Company w.e.f.
October 17, 2018. The Board places on record its appreciation towards valuable
contribution made by Prof. Ashok Misra during his tenure as a Director of the Company.
The term of office of Shri R.S. Gujral as an Independent Director, will expire on June
11, 2020. The Board of Directors, based on the performance evaluation and as per the
recommendation of the HRNR Committee has recommended re-appointment of Shri R.S. Gujral,
as an Independent Director of the Company for a second term of 5 (five) consecutive years
on the expiry of his current term of office. The Board considers that, given his
background, experience and contributions made by him during his tenure, the continued
association of Shri R.S. Gujral would be beneficial to the Company.
The Board of Directors, on recommendation of the HRNR Committee, has:
(a) Appointed Smt. Arundhati Bhattacharya as an Additional Director, to be an
Independent Director, effective October 17, 2018;
(b) Re-appointed Shri P.M.S. Prasad as Executive Director for a period of five years
effective August 21, 2019; and
(c) Appointed Smt. Savithri Parekh as Joint Company Secretary and Compliance Officer
effective March 29, 2019.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence prescribed under the Act and the
Listing Regulations.
The Company has devised the following Policies viz:
a) Policy for selection of Directors and determining Directors' independence; and
b) Remuneration Policy for Directors,
Key Managerial Personnel and other employees.
The aforesaid policies are put up on the Company's website and can be accessed at
http://www.ril.com/DownloadFiles/ IRStatutory/Policy-for-Selection-of- Directors.pdf and
http://www.ril.com/ DownloadFiles/IRStatutory/Remuneration- Policy-for-Directors.pdf
The Policy for selection of Directors and determining Directors' independence sets out
the guiding principles for the HRNR Committee for identifying persons who are qualified to
become Directors and to determine the independence of Directors, in case of their
appointment as Independent Directors of the Company.
The Policy also provides for the factors in evaluating the suitability of individual
Board members with diverse background and experience that are relevant for the Company's
operations.
There has been no major change in the aforesaid policy during the year. The criteria of
independence, number of directorships and committee memberships prescribed in the policy
has been changed to align the policy with the amendment made in this regard in the Act and
the Listing Regulations.
The Remuneration Policy for Directors, Key Managerial Personnel and other employees
sets out the guiding principles for the HRNR Committee for recommending to the Board the
remuneration of the Directors, Key Managerial Personnel and other employees of the
Company. There has been no change in the policy during the current year.
PERFORMANCE EVALUATION
The Company has a policy for performance evaluation of the Board, Committees and other
individual Directors (including Independent Directors) which include criteria for
performance evaluation of Nonexecutive Directors and Executive Directors.
In accordance with the manner specified by the HRNR Committee, the Board carried out
annual performance evaluation of the Board, its Committees and Individual Directors. The
Independent Directors carried out annual performance evaluation of the Chairperson. The
Chairman of the respective Committees shared the report on evaluation with the respective
Committee members. The performance of each Committee was evaluated by the Board, based on
report on evaluation received from respective Committees. A consolidated report was shared
with the Chairman of the Board for his review and giving feedback to each Director.
EMPLOYEES' STOCK OPTION SCHEMES
The HRNR Committee inter alia administers and monitors Employees' Stock Option
Schemes of the Company. No grants have so far been made under Employee Stock Option
Scheme-2017. Employee Stock Option Scheme-2006 ("ESOS-2006") has been withdrawn
during the financial year 2017-18. However options granted under ESOS-2006, which are in
force continue to be governed by ESOS-2006.
The Schemes are in line with the SEBI (Share Based Employee Benefits) Regulations, 2014
("SBEB Regulations"). The Company has received a certificate from the Auditors
of the Company that the schemes are implemented in accordance with the SBEB Regulations
and the resolutions passed by the members. The certificate would be available at the
Annual General Meeting for inspection by members. The details as required to be disclosed
under the SBEB Regulations are put up on the Company's website and can be accessed at
http://www.ril.com/DownloadFiles/ IRStatutory/SEBI-Regulations-2006.pdf and
http://www.ril.com/DownloadFiles/ IRStatutory/SEBI-Regulations-2017.pdf
AUDITORS AND AUDITORS' REPORT
(I) STATUTORY AUDITORS
S R B C & CO LLP, Chartered Accountants and D T S & Associates, Chartered
Accountants were appointed as Auditors of the Company for a term of 5 (five) consecutive
years, at the Annual General Meeting held on July 21, 2017. The Auditors have confirmed
that they are not disqualified from continuing as Auditors of the Company.
The Notes on financial statement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditors' Report does not
contain any qualification, reservation, adverse remark or disclaimer.
(II) COST AUDITORS
The Board has appointed following Cost Accountants as Cost Auditors for conducting the
audit of cost records of products and services of the Company for various segments for the
financial year 2019-20 under section 148 of the Act read with the Companies (Cost Records
and Audit) Rules, 2014:
(i) Textiles Business-Kiran J. Mehta & Co;
(ii) Chemicals Business-Diwanji & Co.,
K.G. Goyal & Associates, V.J. Talati & Co., Suresh D. Shenoy, Shome &
Banerjee and Dilip M. Malkar & Co.;
(iii) Polyester Business-VJ. Talati & Co., Suresh D. Shenoy and V. Kumar &
Associates;
(iv) Electricity Generation-Diwanji & Co. and Kiran J. Mehta & Co.;
(v) Petroleum Business-Suresh D. Shenoy;
(vi) Oil & Gas Business-V.J. Talati & Co. and Shome & Banerjee;
(vii) Gasification-Suresh D. Shenoy; and
(viii) Composite Solution-Diwanji & Co.
Shome & Banerjee, Cost Accountants, were nominated as the Company's Lead Cost
Auditors.
(III) SECRETARIAL AUDITOR
The Board had appointed Dr. K.R. Chandratre, Practising Company Secretary, to conduct
Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the
financial year ended March 31, 2019 is annexed herewith and marked as Annexure IV to
this Report. The Secretarial Audit Report does not contain any qualification, reservation
or adverse remark.
DISCLOSURES
(I) MEETINGS OF THE BOARD
Seven Meetings of the Board of Directors were held during the year. The particulars of
meetings held and attended by each Director are detailed in the Corporate Governance
Report.
(II) AUDIT COMMITTEE
The Audit Committee comprises Independent Directors namely Shri Yogendra P. Trivedi
(Chairman), Dr. Raghunath A. Mashelkar, Shri Adil Zainulbhai and Shri Raminder Singh
Gujral. During the year all the recommendations made by the Audit Committee were accepted
by the Board.
(III) CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE
The Corporate Social Responsibility and Governance ("CSR&G") Committee
comprises Shri Yogendra P. Trivedi (Chairman), Shri Nikhil R. Meswani, Dr. Raghunath A.
Mashelkar and Dr. Shumeet Banerji.
(IV) HUMAN RESOURCES, NOMINATION AND REMUNERATION COMMITTEE
The Human Resources, Nomination and Remuneration Committee comprises Shri Adil
Zainulbhai (Chairman), Shri Yogendra P. Trivedi, Dr. Raghunath A. Mashelkar, Shri Raminder
Singh Gujaral and Dr. Shumeet Banerji
(V) VIGIL MECHANISM
The Company has established a robust Vigil Mechanism and a Whistle-blower policy in
accordance with provisions of the Act and Listing Regulations. The Vigil Mechanism is
supervised by an र Ethics & Compliance Task Force' comprising a member of the Board
as the Chairperson and senior executives as members.
Protected disclosures can be made by a whistle-blower through an e-mail, or dedicated
telephone line or a letter to the Ethics & Compliance Task Force or to the Chairman of
the Audit Committee.
The Vigil Mechanism and Whistle-blower policy is put up on the Company's website and
can be accessed at: http://www.ril. com/DownloadFiles/IRStatutory/Vigil-
Mechanism-and-Whistle-Blower-Policy.pdf
(VI) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder,
the Company has formed Internal Complaints Committee for various work places to address
complaints pertaining to sexual harassment in accordance with the POSH Act. The Company
has a policy for prevention of Sexual Harassment, which ensures a free and fair enquiry
process with clear timelines for resolution. To build awareness in this area, the Company
has been conducting online programme on a continuous basis.
(VII) PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED
Particulars of loans given, investments made, guarantees given and securities provided
along with the purpose for which the loan or guarantee or security is proposed to be
utilised by the recipient are provided in the Standalone Financial Statement (Please refer
Note 2, 3, 6, 9, 31 and 37 to the Standalone Financial Statement).
(VIII) DEBENTURES
The Company has issued on private placement basis and allotted, Unsecured, Redeemable
Non-convertible Debentures (NCDs) aggregating र 19,000 crore (paid up to the extent of
र 17,000 crore) during the financial year 2018-19. The funds raised through issuance of
NCDs have been utilised for refinancing of existing borrowings and other purpose in the
ordinary course of business.
(IX) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure
V to this Report.
(X) ANNUAL RETURN
As required under Section 134(3)(a)of the Act, the Annual Return is put up on the
Company's website and can be accessed at
http://www.ril.com/DownloadFiles/IRStatutory/Annual Return 2018-19.pdf and
http://www.ril.com/DownloadFiles/ IRStatutory/Annual Return 2017-18.pdf
(XI) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of top ten employees in terms of remuneration drawn and names
and other particulars of the employees drawing remuneration in excess of the limits set
out in the said rules forms part of this Report.
Disclosures relating to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act and
as advised, the Annual Report excluding the aforesaid information is being sent to the
members of the Company. The said information is available for inspection on all working
days, during business hours, at the Registered Office of the Company.
Any member interested in obtaining such information may write to the Company Secretary
and the same will be furnished on request.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these items during the year under
review:
• Details relating to deposits covered under Chapter V of the Act.
• Issue of equity shares with differential rights as to dividend, voting or
otherwise.
• Issue of shares (including sweat equity shares) to employees of the Company
under any scheme save and except Employees' Stock Options Schemes referred to in this
Report.
• The Company does not have any scheme of provision of money for the purchase of
its own shares by employees or by trustees for the benefit of employees.
• Neither the Managing Director nor the Whole-time Directors of the Company
receive any remuneration or commission from any of its subsidiaries.
• No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
• No fraud has been reported by the Auditors to the Audit Committee or the Board.
• There is no Corporate Insolvency Resolution Process initiated under the
Insolvency and Bankruptcy Code, 2016.
ACKNOWLEDGEMENT
The Board of Directors wish to place on record its deep sense of appreciation for the
committed services by all the employees of the Company. The Board of Directors would also
like to express their sincere appreciation for the assistance and co-operation received
from the financial institutions, banks, Government authorities, customers, vendors and
members during the year under review.
For and on behalf of the Board of Directors
Mukesh D. Ambani
Chairman and Managing Director
Mumbai, April 18, 2019
ANNEXURE I
DIVIDEND DISTRIBUTION POLICY
The Board of Directors (the "Board") of Reliance Industries Limited (the
"Company") at its meeting held on April 24, 2017 had adopted this Dividend
Distribution Policy (the "Policy") as required by Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing
Regulations").
OBJECTIVE
The objective of this Policy is to establish the parameters to be considered by the
Board of Directors of the Company before declaring or recommending dividend.
The Company has had an uninterrupted dividend payout since listing. In future, the
Company would endeavour to pay sustainable dividend keeping in view the Company's policy
of meeting the longterm growth objectives from internal cash accruals.
CIRCUMSTANCES UNDER WHICH THE SHAREHOLDERS MAY OR MAY NOT EXPECT DIVIDEND
The Board of Directors of the Company, while declaring or recommending dividend shall
ensure compliance with statutory requirements under applicable laws including the
provisions of the Companies Act, 2013 and Listing Regulations. The Board of Directors,
while determining the dividend to be declared or recommended shall take into consideration
the advice of the executive management of the Company and the planned and further
investments for growth apart from other parameters set out in this Policy.
The Board of Directors of the Company may not declare or recommend dividend for a
particular period if it is of the view that it would be prudent to conserve capital for
the then ongoing or planned business expansion or other factors which may be considered by
the Board.
PARAMETERS TO BE CONSIDERED BEFORE RECOMMENDING DIVIDEND
The Board of Directors of the Company shall consider the following financial/internal
parameters while declaring or recommending dividend to shareholders:
• Profits earned during the financial year
• Retained Earnings
• Earnings outlook for next three to five years
• Expected future capital/liquidity requirements
• Any other relevant factors and material events.
The Board of Directors of the Company shall consider the following external parameters
while declaring or recommending dividend to shareholders:
• Macro-economic environment-Significant changes in macro-economic environment
materially affecting the businesses in which the Company is engaged in the geographies in
which the Company operates
• Regulatory changes-Introduction of new regulatory requirements or material
changes in existing taxation or regulatory requirements, which significantly affect the
businesses in which the Company is engaged
• Technological changes which necessitate significant new investments in any of
the businesses in which the Company is engaged.
UTILISATION OF RETAINED EARNINGS
The Company shall endeavor to utilise the retained earnings in a manner which shall be
beneficial to the interests of the Company and also its shareholders.
The Company may utilise the retained earnings for making investments for future growth
and expansion plans, for the purpose of generating higher returns for the shareholders or
for any other specific purpose, as approved by the Board of Directors of the Company.
PARAMETERS THAT SHALL BE ADOPTED WITH REGARD TO VARIOUS CLASSES OF SHARES
The Company has issued only one class of shares viz. equity shares. Parameters for
dividend payments in respect of any other class of shares will be as per the respective
terms of issue and in accordance with the applicable regulations and will be determined,
if and when the Company decides to issue other classes of shares.
CONFLICT IN POLICY
In the event of any conflict between this Policy and the provisions contained in the
Listing Regulations, the Regulations shall prevail.
AMENDMENTS
The Board may, from time to time, make amendments to this Policy to the extent required
due to change in applicable laws and Listing Regulations or as deemed fit on a review.
For and on behalf of the Board of Directors
Mukesh D. Ambani
Chairman and Managing Director
Mumbai, April 18, 2019
| Sr. No. |
Name of the Company |
| 1. |
C-Square Info Solutions Private Limited |
| 2. |
Dronagiri Bokadvira East Infra Limited |
| 3. |
Dronagiri Bokadvira North Infra Limited |
| 4. |
Dronagiri Bokadvira South Infra Limited |
| 5. |
Dronagiri Bokadvira West Infra Limited |
| 6. |
Dronagiri Dongri East Infra Limited |
| 7. |
Dronagiri Dongri North Infra Limited |
| 8. |
Dronagiri Dongri South Infra Limited |
| 9. |
Dronagiri Dongri West Infra Limited |
| 10. |
Dronagiri Funde East Infra Limited |
| 11. |
Dronagiri Funde North Infra Limited |
| 12. |
Dronagiri Funde South Infra Limited |
| 13. |
Dronagiri Funde West Infra Limited |
| 14. |
Dronagiri Navghar East Infra Limited |
| 15. |
Dronagiri Navghar North First Infra Limited |
| 16. |
Dronagiri Navghar North Infra Limited |
| 17. |
Dronagiri Navghar North Second Infra Limited |
| 18. |
Dronagiri Navghar South First Infra Limited |
| 19. |
Dronagiri Navghar South Infra Limited |
| 20. |
Dronagiri Navghar South Second Infra Limited |
| 21. |
Dronagiri Navghar West Infra Limited |
| 22. |
Dronagiri Pagote East Infra Limited |
| 23. |
Dronagiri Pagote North First Infra Limited |
| 24. |
Dronagiri Pagote North Infra Limited |
| 25. |
Dronagiri Pagote North Second Infra Limited |
| 26. |
Dronagiri Pagote South First Infra Limited |
| 27. |
Dronagiri Pagote South Infra Limited |
| 28. |
Dronagiri Pagote West Infra Limited |
| 29. |
Dronagiri Panje East Infra Limited |
| 30. |
Dronagiri Panje North Infra Limited |
| 31. |
Dronagiri Panje South Infra Limited |
| 32. |
Dronagiri Panje West Infra Limited |
| 33. |
Genesis Colors Limited |
| 34. |
Genesis La Mode Private Limited |
| 35. |
Genesis Luxury Fashion Private Limited |
| 36. |
GLB Body Care Private Limited |
| 37. |
GLF Lifestyle Brands Private Limited |
| 38. |
GML India Fashion Private Limited |
| 39. |
Grab A Grub Services Private Limited |
| 40. |
Indiavidual Learning Private Limited |
| 41. |
Jio Estonia OU |
| 42. |
Jio Digital Fibre Private Limited |
| 43. |
Kalamboli East Infra Limited |
| 44. |
Kalamboli North First Infra Limited |
| 45. |
Kalamboli North Infra Limited |
| 46. |
Kalamboli North Second Infra Limited |
| 47. |
Kalamboli North Third Infra Limited |
| 48. |
Kalamboli South First Infra Limited |
| 49. |
Kalamboli South Infra Limited |
| 50. |
Kalamboli West Infra Limited |
| 51. |
M Entertainments Private Limited |
| 52. |
Mindex 1 Limited |
| 53. |
New Emerging World of Journalism Private Limited |
| 54. |
Radisys B.V. |
| 55. |
Radisys Cayman Limited |
| 56. |
Radisys Canada Inc |
| 57. |
Radisys Convedia (Ireland) Limited |
| 58. |
Radisys Corporation |
| 59. |
Radisys GmbH |
| 60. |
Radisys India Private Limited |
| 61. |
Radisys International LLC |
| 62. |
Radisys International Singapore Pte. Ltd |
| 63. |
Radisys Poland sp. z.o.o |
| 64. |
Radisys Spain S.L.U. |
| 65. |
Radisys Systems Equipment Trading (Shanghai) Co., Ltd. |
| 66. |
Radisys Technologies (Shenzhen) Co., Ltd. |
| 67. |
Radisys UK Limited |
| 68. |
Reliance Navi Mumbai Infra Limited |
| 69. |
Reverie Language Technologies Private Limited |
| 70. |
Rhea Retail Private Limited |
| 71. |
Rutvi Project Managers Private Limited |
| 72. |
Saavn Inc |
| 73. |
Saavn LLC |
| 74. |
Saavn Media Private Limited |
| 75. |
SankhyaSutra Labs Private Limited |
| 76. |
The Indian Film Combine Private Limited |
| 77. |
Ulwe East Infra Limited |
| 78. |
Ulwe North Infra Limited |
| 79. |
Ulwe South Infra Limited |
| 80. |
Ulwe Waterfront East Infra Limited |
| 81. |
Ulwe Waterfront North Infra Limited |
| 82. |
Ulwe Waterfront South Infra Limited |
| 83. |
Ulwe Waterfront West Infra Limited |
| 84. |
Ulwe West Infra Limited |
2. Companies/Bodies Corporate which ceased to be Subsidiaries during the financial year
2018-19:
| Sr. No. |
Name of the Company |
| 1. |
Jio Digital Fibre Private Limited |
| 2. |
Resolute Land Consortium Projects Limited |
| 3. |
RIL Exploration and Production (Myanmar) Limited |
| 4. |
Reliance LNG Limited |
| 5. |
Reliance Jio Infratel Private Limited |
| 6 |
Rutvi Project Managers Private Limited |
| 7. |
Santol Commercials Private Limited |
| 8. |
Tangerine Agro Private Limited |
3. Companies/Bodies Corporate which have become Joint Ventures or Associates during the
financial year 2018-19:
| Sr. No. |
Name of the Company |
| 1. |
East West Pipeline Limited |
| 2. |
Jamnagar Utilities & Power Private |
|
Limited |
| 3. |
Jio Digital Fibre Private Limited |
| 4. |
Rutvi Project Managers Private Limited |
4. Companies/Bodies Corporate which ceased to be a Joint Venture or Associate during
the financial year 2018-19:
| Sr. No. |
Name of the Company |
| 1. |
East West Pipeline Limited |
For and on behalf of the Board of Directors
Mukesh D. Ambani
Chairman and Managing Director
Mumbai, April 18, 2019
Note 1: Andhra Pradesh-East Godavari; Gujarat-Bharuch, Jamnagar, Navsari,
Surat; Haryana-Jhajjar; Madhya Pradesh
- Anuppur, Shahdol; Maharashtra-Mumbai, Palghar, Thane.
Note 2: Andhra Pradesh-East Godavari; Gujarat-Bharuch, Jamnagar, Navsari,
Surat, Vadodara, Ahmedabad; Madhya Pradesh-Shahdol; Maharashtra-Nagpur,
Raigad; Uttar Pradesh-Allahabad, Barabanki; Punjab-Hoshiarpur
Note 3: Maharashtra-Mumbai, Gangakhed, Yavatmal; Gujarat-Jasdan, Netrang; Telangana-Warangal;
Uttarakhand-Dehradun; Madhya Pradesh-Jamai, Seoni; Rajasthan
- Banswara, Sawai Madhopur; Union Territory-Delhi.
Note 4: Andhra Pradesh-Anantapur, Kurnool, Vishakhapatnam; Bihar-Patna; Gujarat-Ahmedabad;
Jharkhand-Ranchi; Madhya Pradesh-Bhopal; Maharashtra
- Mumbai, Nagpur, Pune, Thane, Nashik; Odisha-Bhubneshwar, Rajasthan-Bhilwara,
Jaipur; Tamil Nadu-Chennai; Telangana-Karim Nagar, Khammam, Nizamabad; Uttar
Pradesh-Ghaziabad, Lucknow; Uttarakhand-Rudraprayag; West Bengal-Kolkata;
Union Territory
- Delhi, Chandigarh.
Note 5: Goa-North Goa; Gujarat-Aravalli, Banaskantha, Bharuch, Bhavnagar,
Botad, Chhota Udepur, Dahod, Dang, Devbhoomi Dwarka, Gandhinagar, Gir Somnath, Jamnagar,
Junagadh, Kheda, Kutch, Mahisagar, Mehsana, Morbi, Narmada, Navsari, Panchmahal, Patan,
Porbandar, Rajkot, Sabarkantha, Surat, Surendranagar, Tapi, Vadodara; Haryana-Faridabad;
Karnataka-Bengaluru; Kerela-Kollam; Maharashtra-Mumbai, Thane, Pune,
Raigad; Punjab-Amritsar; Rajasthan
- Jaipur; Tamilnadu-Chennai; Union Territory-Delhi, Dadra and Nagar
Haveli, Diu and Daman.
Note 6: Andhra Pradesh-Chittoor,
East Godavari, Guntur, Kadapa, Krishna, Kurnool, Prakasam, Srikakulam, Vishakhapatnam,
Vizianagaram, West Godavari; Madhya Pradesh-Shahdol; Uttar Pradesh-Anantapur.
Note 7: Gujarat-Gandhinagar; Maharashtra-Mumbai, Nagpur; Uttarakhand-Chamoli;
Union Territory - Delhi.
Note 8: Maharashtra-Mumbai; Union Territory-Delhi.
Note 9: Kerala-Wayanad, Kannur, Kozhikode, Malappuram, Palakad, Thirusur,
Ernakulam, Allappuzha
Note:
IA (1)-Reliance Foundation (RF), a company within the meaning of Section 8 of the
Companies Act, 2013 and has a comprehensive approach towards development with an overall
aim to create and support meaningful and innovative activities that address some of
India's most pressing developmental challenges, with the aim of enabling lives, living and
livelihood for a stronger and inclusive India.
IA (2)-Reliance Foundation Institution of Education and Research (RFIER) is a
company within meaning of Section 8 of the Companies Act, 2013 to promote, encourage,
support and assist educational, research and medical activities.
IA (3)-Reliance Foundation Youth Sports (RFYS), a company within meaning of Section
8 of the Companies Act, 2013 has a comprehensive approach towards development of grassroot
sports.
"Includes र 475 crore towards contribution to RFIER as Corpus for the proposed
University project.
The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is
in compliance with CSR objectives and policy of the Company.
| Yogendra P. Trivedi |
Nikhil R. Meswani |
| Chairman, CSR & G Committee |
Executive Director |
| Mumbai, April 18, 2019 |
|