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Reliance Industries Ltd.

BSE: 500325 Sector: Oil & Gas
NSE: RELIANCE ISIN Code: INE002A01018
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OPEN 2572.00
PREVIOUS CLOSE 2566.80
VOLUME 89896
52-Week high 2855.00
52-Week low 2065.80
P/E 38.21
Mkt Cap.(Rs cr) 1,741,654
Buy Price 2574.75
Buy Qty 20.00
Sell Price 2575.50
Sell Qty 1.00
OPEN 2572.00
CLOSE 2566.80
VOLUME 89896
52-Week high 2855.00
52-Week low 2065.80
P/E 38.21
Mkt Cap.(Rs cr) 1,741,654
Buy Price 2574.75
Buy Qty 20.00
Sell Price 2575.50
Sell Qty 1.00

Reliance Industries Ltd. (RELIANCE) - Director Report

Company director report

Dear Members

The Board of Directors present the Company's Forty-fourth Annual Report(Post- IPO) and the Company's audited financial statements for the financial year endedMarch 31 2021.

Financial Results

The Company's financial performance (standalone and consolidated) forthe year ended March 31 2021 is summarised below:

Standalone

Consolidated

2020-21

2019-20

2020-21

2019-20

crore US$ million* crore US$ million* crore US$ million* crore US$ million*
Profit Before Tax (Before Exceptional Item) 22908 3133 44561 5889 49819 6814 58050 7672
Current Tax - - (7200) (952) (2205) (302) (8630) (1141)
Deferred Tax 4732 647 (2213) (292) 483 66 (5096) (673)
Profit For The Year (Before Exceptional Item) 27640 3780 35148 4645 48097 6578 44324 5858
Exceptional Item (net of tax) A 4304 589 (4245) (561) 5642 772 (4444) (587)
Profit For The Year 31944 4369 30903 4084 53739 7350 39880 5271
Net Profit attributable to Non-Controlling Interest - -

- -

(4611) (631) (526) (70)
Net Profit Attributable to Owners of the Company 31944 4369 30903 4084 49128 6719 39354 5201
Balance in Retained Earnings 14146 3141 26808 4815 32972 4766 12330 2038
Pursuant to Scheme of Arrangement # 32416 4434 (33481) (4425) (728) (99) (8496) (1123)
Fresh issue of equity by subsidiaries # - - - - 118170 16163 - -
Sub-Total 78506 11944 24230 4474 199542 27549 43188 6116
Appropriations
Transferred to Statutory Reserve - - - - (128) (18) (77) (10)
Transferred to Profit & Loss A/c a (33217) (4543) - - - - - -
Transferred to Capital Redemption Reserve - - - - - - (40) (5)
Transferred (to)/from Debenture Redemption Reserve - - - - 41 6 (15) (2)
Transferred (to)/from Special Economic Zone 525 72 (5500) (727) 525 72 (5500) (727)
Reinvestment Reserve
Dividend on Equity Shares (3921) (536) (3852) (509) (3921) (536) (3852) (509)
Tax on dividend - - (732) (97) - - (732) (97)
Closing Balance 41893 6937 14146 3141 196059 27073 32972 4766

Figures in brackets represent deductions.

* 1 US$ = '73.110 Exchange Rate as on March 31 2021 (1 US$ = '75.665as on March 31 2020).

A Refer Note 31 of the Standalone Financial Statement and Note 29of the Consolidated Financial Statement.

# Refer Note 14 of the Standalone and Consolidated Financial Statement.

Results of Operations and the state of Company's affairs

The Highlights of the Company's performance (Standalone) for the yearended March 31 2021 are as under:

• Value of Sales and services was '278940 crore (US$ 38.2billion)

• Exports for the year was '145143 crore (US$ 19.9 billion)

• EBITDA for the year was '48318 crore (US$ 6.6 billion)

• Cash Profit for the year was '36411 crore (US$ 5.0 billion)

• Net Profit for the year was '31944 crore (US$ 4.4 billion)

Financial Performance (Consolidated)

• Value of Sales and services was '539238 crore (US$ 73.8billion)

• EBITDA for the year was '97580 crore (US$ 13.3 billion)

• Cash Profit for the year was '79828 crore (US$ 10.9 billion)

• Net Profit for the year was '53739 crore (US$ 7.4 billion)

Dividend

The Board of Directors has recommended a dividend of '7/- (Rupees Sevenonly) per equity share of '10/- (Ten rupees) each fully paid-up of the Company (last year'6.50 per equity share of '10/- each). Pro-rata dividend

shall be paid in proportion to the paid-up value of the partly paidequity shares. Dividend is subject to approval of members at the ensuing annual generalmeeting and shall be subject to deduction of income tax at source.

The dividend recommended is in accordance with the Company's DividendDistribution Policy. The Dividend Distribution Policy of the Company is annexed herewithand marked as Annexure I to this Report and the same is available on the Company's websiteand can be accessed at

https://www.ril.com/DownloadFiles/

IRStatutory/Dividend-

Distribution-Policy.pdf

Details of material changes from the end of the financial year

The outbreak of corona virus (COVID-19) pandemic globally and in Indiais causing significant disturbance and slowdown of economic activity. Operations andrevenue have been impacted due to COVID-19.

Material events during the year under review

Rights issue of Equity Shares

During the year under review the Company had issued and allotted422626894 partly paid-up equity shares of '10/- each of the Company on rights basis inthe ratio of 1 equity share for every 15 equity shares held to eligible equityshareholders of the Company at an issue price of '1257/- per fully paid-up equity share(including a premium of '1247/- per equity share). An amount equivalent to 25% of theissue price viz. '314.25 per equity share was received on application.

In accordance with the terms of issue the Board of Directors in itsmeeting held on March 26 2021 made the following two calls on the aforesaid equityshares:

(a) First call of '314.25 per partly paid equity share (comprising'2.50 towards face value and '311.75 towards securities premium) payable during theperiod from May 17 2021 to May 31 2021 both days inclusive; and

(b) Second & final call of '628.50 per partly paid equity share(comprising '5.00 towards face value and '623.50 towards securities premium) payableduring the period from November 15

2021 to November 29 2021 both days inclusive.

The funds raised by the Company through Rights Issue have beenutilised for the objects stated in the Letter of Offer dated May 15 2020 towardsrepayment of certain borrowings of the Company.

Issue of Debentures

The Company had issued and allotted on private placement basisunsecured redeemable non-convertible debentures (NCDs) aggregating

'24955 crore. Further during the year the Company received paymentof 3rd tranche aggregating '500 crore from the holders of partly paid listedunsecured redeemable non-convertible debentures (PPD Series-IA). The funds raised throughNCDs have been utilised for repayment of existing borrowings and other purposes in theordinary course of business.

Scheme of Amalgamation of Reliance Holding USA Inc. Reliance EnergyGeneration and Distribution Limited with the Company

A composite scheme of amalgamation and plan of merger amongst RelianceHolding USA Inc. ("RHUSA") Reliance Energy Generation and Distribution Limited("REGDL") and the Company (the "Scheme") which provided for merger ofRHUSA with REGDL and merger of REGDL with the Company was approved by the Hon'bleNational Company Law Tribunal Mumbai Bench and the Scheme became effective from August21 2020. Both RHUSA and REGDL were wholly owned subsidiaries of the Company.

Scheme of Arrangement Between the Company and Reliance O2C Limited

The Board of Directors of the Company had approved a scheme ofarrangement between (i) the Company its shareholders and creditors and (ii) Reliance O2CLimited and its shareholders and creditors (the "Scheme"). The Scheme interalia provides for transfer of the oil- to-chemicals ("O2C") undertaking fromthe Company to Reliance O2C Limited a wholly owned subsidiary as a going concern on aslump sale basis on terms and conditions as detailed in the Scheme. The Scheme has beenapproved by the Shareholders and Creditors of the Company and is subject to approvalsunder the applicable laws including approval of the National Company Law Tribunal.

Transfer of Petroleum Retail Marketing Business

During the year under review the Company transferred its PetroleumRetail Marketing business to Reliance BP Mobility Limited ("RBML"). RBML is

a fuels and mobility business with BP

Global Investments Limited ("bp"). bp holds 49% equity stakein RBML and the balance 51% is held by the Company.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review asstipulated under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") is presentedin a separate section forming part of the Annual Report.

Business Operations / Performance of the Company and its majorSubsidiaries

Major developments and business performance of the Company and itsmajor subsidiaries consolidated with the Company are given below:

Retail

Retail segment delivered a resilient performance against the backdropof an unprecedented and challenging operating environment arising from the COVID-19pandemic situation that emerged at the start of the year. The business achieved revenue of'153818 crore and posted an all-time high EBITDA of '9842 crore for the year.

This was driven by gradual rebound of revenue streams judicious costmanagement initiatives and boosted by higher investment income.

During the year Reliance Retail executed India's largest fund raise inthe consumer / retail sector of '47265 crore for 10.09% stake from marquee globalinvestors reflecting the conviction in operating track record model and prospects.

Digital Services

Digital Service Segment achieved revenue of '90287 crore an increaseof 29.7% y-o-y. Segment EBITDA was at '34035 crore for the year a growth of 45.8% y-o-y.The Digital business added 37.9 million subscribers during the year with year-endsubscriber base at 426.2 million. Customer engagement on the Jio network remained healthyacross data and voice services. Jio is one of the largest data networks globally carryingover 5 exabytes of data on a monthly

basis. Average per capita monthly data usage across the subscriber basewas 13.3 GB for the quarter ended March 2021.

During the year Jio completed raising funds of '152056 crore across13 marquee global investors. It also enhanced its spectrum portfolio by 56% to 1732 MHzthrough acquisition of spectrum via the auction conducted by Department of Telecom in 2021and spectrum trading agreement with Bharti Airtel.

In the endeavour to continue building the premiere digital society inIndia multiple digital platforms like JioMart JioMeet JioHaptik JioPOS-lite JioGamesJioUPI JioHealthHub were launched which were key enablers of work from home learn fromhome health from home and shop from home during the Coronavirus crisis.

Media and Entertainment

The business successfully dealt with the challenges posed by theCOVID-19 pandemic and posted much improved profitability across all business lines in adifficult year. During financial year 2020-21 Network18 reported value of services of'5459 crore and EBITDA of '796 crore (growth of 29% y-o-y). The improvement inprofitability is a result of cost controls and concerted efforts to increase annuity-stylerevenue streams including subscription and syndication.

Oil to Chemicals

The Oil to Chemicals (O2C) business experienced both price and margindislocation due to the pandemic and lockdown in many countries during the first half ofthe financial year. Even in testing times such as this the business delivered robustperformance by leveraging the strong international and domestic supply-chain multimodallogistics deep integration and feedstock flexibility. Revenues for the O2C businessdeclined 29% with lower volumes and lower realization due to decline in average crude andfeedstock prices specifically during the first half of the year. Brent crude price for theyear averaged at US$44.3/bbl versus US$61.1/bbl in the previous year. The segmentperformance was supported by sharp recovery in downstream demand and deltas in the secondhalf of the year. During the financial year 2020-21 O2C business

reported revenue of '320008 crore and EBITDA of '38170 crore.

Overall production meant for sale reduced from 71 MMT to 63.6 MMT. Mostof the reduction came from transportation fuels due to global demand destruction. Howeverwith agile business model and feedstock flexibility the Company was able to maximizedownstream throughput which stood at 71.9 MMT a decrease of 10% y-o-y.

Oil and Gas E&P

Segment Revenues for the year was lower by 33.4% y-o-y to '2140 croreprimarily due to lower volumes from conventional fields and overall lower commodity pricerealization. EBITDA for the year declined by 27% to '258 crore. For the year domesticproduction (the Company's share) was at 27.8 BCFe down 28.4% y-o-y due to expiry of PannaMukta Production Sharing Contract in December 2019 and cessation of production from D1D3(KG D6) field in February 2020. US Shale (the Company's share) production was 98.8 BCFeup 22.9% on y-o-y basis. During the year R-Cluster fields in KG D6 block commencedproduction and achieved peak production level of 12.8 MMSCMD in mid-April 2021 ahead ofplan. In April 2021 Satellite fields also commenced production two months ahead ofschedule despite COVID-19 challenges.

Credit Rating

The Company's financial discipline and prudence is reflected in thestrong credit ratings ascribed by rating agencies. The details of credit ratings aredisclosed in the Management Discussion and Analysis Report which forms part of the AnnualReport.

Consolidated Financial Statement

In accordance with the provisions of the Companies Act 2013 ("theAct") and Listing Regulations read with Ind AS-110-Consolidated Financial StatementInd AS-28-Investments in Associates and Joint Ventures and Ind AS-31-Interests in JointVentures the consolidated audited financial statement forms part of the Annual Report.

Subsidiaries Joint Ventures and Associate Companies

During the year under review companies listed in Annexure II to thisReport have become and/or ceased to be the Company's subsidiaries joint ventures orassociate companies.

A statement providing details of performance and salient features ofthe financial statements of Subsidiary / Associate / Joint Venture companies as perSection 129(3) of the Act is provided as Annexure A to the consolidated financialstatement and therefore not repeated in this Report to avoid duplication.

The audited financial statement including the consolidated financialstatement of the Company and all other documents required to be attached thereto isavailable on the Company's website and can be accessed at https://www.ril.com/ar2020-21/pdf/RIL- Integrated-Annual-Report-2020-21.pdf The financial statements of the subsidiaries as required are available on the Company'swebsite and can be accessed at

https://www.ril.com/Financial-

Statement-2020-21.aspx

The Company has formulated a Policy for determining MaterialSubsidiaries. The Policy is available on the Company's website and can be accessed at https://www.ril.com/DownloadFiles/ IRStatutory/Material-Subsidiaries.pdf

During the year under review:

a) Reliance Retail Limited Jio Platforms Limited Reliance JioInfocomm Limited and Reliance Global Energy Services (Singapore) Pte. Limited werematerial subsidiaries of the Company as per Listing Regulations.

b) The Company along with JM Financial Asset Reconstruction CompanyLimited (acting in its capacity

as a Trustee of 'JMFARC- March 2018 - Trust'- (JMFARC) acquired inaccordance with the approved Resolution plan joint control over Alok Industries Limited.The Company holds 40.01% equity stake and JMFARC holds 34.99% equity stake in AlokIndustries Limited aggregating to 75%.

Secretarial Standards

The Company has followed the applicable Secretarial Standards i.e.

SS-1 and SS-2 relating to 'Meetings of the Board of Directors' and'General Meetings' respectively.

Directors' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March31 2021 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;

b) the Directors have selected such accounting policies and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2021and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) the Directors have prepared the annual accounts on a going concernbasis;

e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

Corporate Governance

The Company is committed to maintain the highest standards of CorporateGovernance and adheres to the Corporate Governance requirements set out by the Securitiesand Exchange Board of India ("SEBI"). The Company has also implemented severalbest

governance practices. The report on Corporate Governance as stipulatedunder the Listing Regulations forms part of the Annual Report. Certificate from theAuditors of the Company confirming compliance with the conditions of Corporate Governanceis attached to the report on Corporate Governance.

Business Responsibility Report

As stipulated under the Listing Regulations the BusinessResponsibility Report (BRR) describing the initiatives taken by the Company from anenvironmental social and governance perspective is available on the Company's website andcan be accessed at https://www.ril.com/ DownloadFiles/BRR202021.pdf

Contracts or arrangements with Related Parties

All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in its ordinary course of business andon 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 inaccordance with the policy of the Company on materiality of related party transactions orwhich is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) readwith Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014.

The Policy on Materiality of Related Party Transactions and on dealingwith Related Party Transactions as approved by the Board is available on the Company'swebsite and can be accessed at https://www.ril.com/DownloadFiles/ IRStatutory/Policy-on- Materiality-of-RPT.pdf

There were no materially significant related party transactions whichcould have potential conflict with the interests of the Company at large.

Members may refer to Note 33 to the Standalone Financial Statementwhich sets out related party disclosures pursuant to Ind AS.

Corporate Social Responsibility (CSR)

Over the past decade the Company has focused on several corporatesocial responsibility programs. The CSR initiatives of the Company under the leadership ofSmt. Nita M. Ambani Founder and Chairperson Reliance Foundation have touched the livesof more than 4.5 crore people covering more than 44700 villages and several urbanlocations across India.

The Company continues its endeavour to improve the lives of people andprovide opportunities for their holistic development through its different initiatives inthe areas of Rural Transformation Health Education Sports for Development DisasterResponse Arts Culture Heritage and Urban Renewal.

The Company adopted a multi-pronged approach to address the COVID-19pandemic. The Company supported initiatives on healthcare medical oxygen supplyemergency meal distribution supply of free fuel masks and awareness creation. Over 5.5crore meals provided under Mission Anna Sewa; over 81 lakh masks were distributed underMission COVID-19 Suraksha and free fuel support was provided to 14000+ emergencyvehicles. Medical oxygen production was ramped up from zero to 11% of India's treatmentneeds for meeting the requirement of over one lakh patients every day. This was suppliedfree to several State Governments.

The Company supported national initiatives like Gram Uday Se BharatUday Abhiyan Unnat Bharat Abhiyan Swachh Bharat Abhiyan Poshan Abhiyan Jal ShaktiAbhiyan Sabki Yojana Sabka Vikas Skill India Mission Digital India and DoublingFarmers' Income.

The CSR initiatives of the Company have won several awards includingIndia Today-MDRA Special Healthgiri Award 2020 CII National Awards for Excellence inWater Management 2020 in the 'Beyond the Fence' category and ICSI 5th CSRExcellence Award in Large Category. Town & Country America's leading general interestmagazine featured Smt. Nita M. Ambani and Reliance Foundation among the world's topPhilanthropists of 2020.

The CSR policy formulated by the Corporate Social Responsibility andGovernance ("CSR&G") Committee and approved by the Board continuesunchanged. The policy can be accessed at

https://www.ril.com/DownloadFiles/

IRStatutorv/CSR-Policv.pdf

The three core commitments of Scale Impact and Sustainability form thebed-rock of the Company's philosophy on CSR initiatives. As per the CSR policy of theCompany Rural Transformation Health Education Environment

Arts Heritage & Culture and Disaster Response are the focus areasfor CSR engagement.

During the year the Company spent '922 crore (around 2.09% of theaverage net profits of last three financial years) on CSR activities.

The Annual Report on CSR activities is annexed herewith and marked asAnnexure III to this Report.

Risk Management

The Company has a structured Group Risk Management Framework designedto identify assess and mitigate risks appropriately. The Risk Management Committee hasbeen entrusted with the responsibility to assist the Board in:

a) overseeing and approving the Company's enterprise wide riskmanagement framework; and

b) ensuring that all material Strategic and Commercial includingCybersecurity Safety and Operations Compliance Control and Financial risks have beenidentified and assessed and adequate risk mitigations are in place to address theserisks.

Further details on the Risk Management activities including theimplementation of risk management policy key risks identified and their mitigations arecovered in Management Discussion and Analysis section which forms part of the AnnualReport.

Internal Financial Controls

Internal Financial Controls are an integral part of the Group RiskManagement framework and processes that address financial as well as financial reporting

risks. The key internal financial controls have been documentedautomated wherever possible and embedded in the respective business processes.

Assurance to the Board on the effectiveness of internal financialcontrols is obtained through 3 Lines of Defence which include:

a) Management reviews and self-assessment;

b) Continuous controls monitoring by functional experts; and

c) Independent design and operational testing by the Group InternalAudit function.

The Company believes that these systems provide reasonable assurancethat the Company's internal financial controls are adequate and are operating effectivelyas intended.

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles ofAssociation of the Company Shri Nikhil R. Meswani and Shri P. K. Kapil Directors of theCompany retire by rotation at the ensuing annual general meeting. The Board of Directorson the recommendation of the Human Resources Nomination and Remuneration("HRNR")

Committee has recommended their re-appointment.

The Board of Directors based on performance evaluation and as per therecommendation of the HRNR Committee has commended the reappointment of Dr. ShumeetBanerji as an Independent Director of the Company for a second term of 5 (five)consecutive years effective July 21 2022 on completion of his current term of office.

In the opinion of the Board he possesses requisite expertiseintegrity and experience (including proficiency) for appointment as an IndependentDirector of the Company and the Board considers that given his professional backgroundexperience and contributions made by him during his tenure the continued association ofDr. Shumeet Banerji would be beneficial to the Company.

The Company has received declarations from all the IndependentDirectors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act andthe Listing Regulations; and

b) they have registered their names in the Independent Directors'Databank.

The Company has devised inter alia the following policies viz.:

a) Policy for selection of Directors and determining Directors'independence; and

b) Remuneration Policy for Directors Key Managerial Personnel andother employees.

The aforesaid policies are available on the Company's website and canbe accessed at

http://www.ril.com/DownloadFiles/ IRStatutorv/Policv-for-Selection-of-Directors.pdf and

https://www.ril.com/DownloadFiles/

IRStatutorv/Remuneration-Policv-

for-Directors.pdf

The Policy for selection of Directors and determining Directors'independence sets out the guiding principles for the HRNR Committee for identifyingpersons who are qualified to become Directors and to determine the independence ofDirectors while considering their appointment as Independent Directors of the Company.The Policy also provides for the factors in evaluating the suitability of individual Boardmembers with diverse background and experience that are relevant for the Company'soperations. There has been no change in the policy during the current year.

The Company's remuneration policy is directed towards rewardingperformance based on review of achievements. The remuneration policy is in consonance withexisting industry practice. There has been no change in the policy during the currentyear.

Performance Evaluation

The Company has a policy for performance evaluation of the BoardCommittees and other individual Directors (including Independent Directors) which includecriteria for performance evaluation of Non-Executive Directors and Executive Directors.

In accordance with the manner of evaluation specified by the HRNRCommittee the Board carried out annual performance evaluation of the Board itsCommittees and Individual Directors. The Independent Directors carried out annualperformance evaluation of the Chairperson the non-independent directors and the Board asa whole. The Chairman of the respective Committees shared the report on evaluation withthe respective Committee members. The performance of each Committee was evaluated by theBoard based on the report of evaluation received from the respective Committees. Aconsolidated report was shared with the Chairman of the Board for his review and givingfeedback to each Director.

Employees' Stock Option Schemes

The Employee Stock Option Scheme - 2006 ("ESOS-2006") waswithdrawn during financial year 2017-18. However options granted under ESOS-2006 butpending to be exercised continue to be governed by ESOS-2006. The HRNR Committee throughRIL ESOS 2017 Trust inter alia administers and monitors Reliance Industries LimitedEmployees' Stock Option Scheme 2017 ("ESOS-2017") of the Company.

The above Schemes are in line with the Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 ("SBEB Regulations").The Company has obtained certificates from the Auditors of the Company stating that theSchemes have been implemented in accordance with the SBEB Regulations and the resolutionspassed by the members. The certificates are available for inspection by members inelectronic mode. The details as required to be disclosed under the SBEB Regulations can beaccessed at https://www.ril.com/DownloadFiles/ IRStatutorv/ESOS-2006- Disclosure-2020-21.pdf and https://www.ril.com/DownloadFiles/ IRStatutorv/ESOS-2017- Disclosure-2020-21.pdf

Auditors and Auditors' Report Auditors

S R B C & CO LLP Chartered Accountants and D T S & Associates

LLP (formerly known as D T S & Associates) Chartered Accountants lwere appointed as Auditors of the Company for a term of 5 (five) consecutive years at theannual general meeting held on July 21 2017. The Auditors have confirmed that they arenot disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors' Reportare self-explanatory and do not call for any further comments. The Auditors' Report doesnot contain any qualification reservation adverse remark or disclaimer.

Cost Auditors

The Board has appointed the following Cost Accountants as Cost Auditorsfor conducting the audit of cost records of products and services of the Company forvarious segments for the financial year 2021-22 under Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014:

i. Textiles Business - Kiran J. Mehta & Co;

ii. Chemicals Business - Diwanji & Co. K.G. Goyal &Associates VJ. Talati & Co. Suresh D. Shenoy Shome & Banerjee and Dilip M.Malkar & Co.;

iii. Polyester Business - VJ. Talati & Co. Suresh D. Shenoy V.

Kumar & Associates and K.G.

Goyal & 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 - Kiran J. Mehta & Co.

Shome & Banerjee Cost Accountants have been nominated as theCompany's Lead Cost Auditors.

In accordance with the provisions of Section 148(1) of the Act readwith the Companies (Cost Records and Audit) Rules 2014 the Company has maintained costrecords.

Secretarial Auditor

The Board had appointed Dr. K.R. Chandratre Practising CompanySecretary to conduct Secretarial Audit for the financial year 2020-21. The

Secretarial Audit Report for the financial year ended March 31 2021 isannexed herewith and marked as Annexure IV to this Report. The Secretarial Audit Reportdoes not contain any qualification reservation adverse remark or disclaimer.

Disclosures

Meetings of the Board

Eight Meetings of the Board of Directors were held during the year. Theparticulars of the meetings held and attended by each Director are detailed in theCorporate Governance Report.

Audit Committee

The Audit Committee comprises Shri Yogendra P. Trivedi (Chairman)

Dr. Raghunath A. Mashelkar Shri Adil Zainulbhai Shri Raminder SinghGujral and Shri K. V. Chowdary. During the year all the recommendations made by the AuditCommittee were accepted by the Board.

Corporate Social Responsibility and Governance Committee

The Corporate Social Responsibility and Governance Committee comprisesShri Yogendra P. Trivedi (Chairman) Shri Nikhil R. Meswani Dr. Raghunath A. Mashelkarand Dr. Shumeet Banerji.

Human Resources Nomination and Remuneration Committee

The Human Resources Nomination and Remuneration Committee comprisesShri Adil Zainulbhai (Chairman) Shri Yogendra P. Trivedi Dr. Raghunath A. MashelkarShri Raminder Singh Gujral Dr. Shumeet Banerji and Shri K. V. Chowdary.

Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee comprises Shri Yogendra P.Trivedi (Chairman) Smt Arundhati Bhattacharya Shri K. V. Chowdary

Shri Nikhil R. Meswani and Shri Hital R. Meswani.

Details of composition of other committees are given in the CorporateGovernance Section of the Annual Report.

Vigil Mechanism

The Company has established a robust Vigil Mechanism and aWhistleblower policy in accordance with the provisions of the Act and the ListingRegulations. An Ethics and Compliance Task Force (ECTF) comprising an Executive DirectorGeneral Counsel Group Controller and Group Company Secretary has been established whichoversees and monitors the implementation of ethical business practices in the Company. Thetask force reviews complaints and incidents on a quarterly basis and reports them to theAudit Committee.

Employees and other stakeholders are required to report actual orsuspected violations of applicable laws and regulations and the Code of Conduct. Suchgenuine concerns (termed Reportable Matter) disclosed as per Policy are called"Protected Disclosures" and can be raised by a Whistle-blower through an e-mailor dedicated telephone line or a letter to the ECTF or to the Chairman of the AuditCommittee. The Vigil Mechanism and Whistle-blower policy is available on the Company'swebsite and can be accessed at

https://www.ril.com/DownloadFiles/

IRStatutorv/Viail-Mechanism-and-

Whistle-Blower-Policy.pdf

Prevention of Sexual Harassment at Workplace

In accordance with the requirements of the Sexual Harassment of Womenat Workplace (Prevention Prohibition & Redressal) Act 2013 ("POSH Act")and Rules made thereunder the Company has in place a policy which mandates no toleranceagainst any conduct amounting to sexual harassment of women at workplace. The Company hasconstituted Internal Committee(s) (ICs) to redress and resolve any complaints arisingunder the POSH Act. Training/awareness programs are conducted throughout the year tocreate sensitivity towards ensuring respectable workplace.

Particulars of loans given investments made guarantees given andsecurities provided

Particulars of loans given investments made guarantees given andsecurities provided along with the purpose for which the loan or guarantee or securityprovided is proposed to be utilised by the recipient are provided in the StandaloneFinancial Statement

(Refer Note 2 3 6 9 33 and 39 to the Standalone FinancialStatement).

Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo

The particulars relating to conservation of energy technologyabsorption foreign exchange earnings and outgo as required to be disclosed under theAct are provided in Annexure V to this Report.

Annual Return

The Annual Return of the Company as on March 31 2021 is available onthe Company's website and can be accessed at

https://www.ril.com/DownloadFiles/

IRStatutorv/Annual-Return-2020-21.pdf

Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names of the top ten employees in terms ofremuneration drawn and names and other particulars of the employees drawing remunerationin excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration 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 beingsent to the members of the Company. Any member interested in obtaining such informationmay address their email to rilagm@ril.com

General

Your Directors state that no disclosure or reporting is required inrespect of the following matters as there were no transactions on these matters during theyear under review:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividendvoting or otherwise.

• Issue of shares (including sweat equity shares) to employees ofthe Company under any scheme save and except Employees' Stock Options Schemes referred toin this Report.

• Neither the Managing Director nor the Whole-time Directors ofthe Company receive any remuneration or commission from any of

its subsidiaries.

• No significant or material orders were passed by the Regulatorsor Courts or Tribunals which impact the going concern status and Company's operations infuture.

• No fraud has been reported by the Auditors to the AuditCommittee or the Board.

• There has been no change in the nature of business of theCompany.

• There is no proceeding pending under the Insolvency andBankruptcy Code 2016.

• There was no instance of onetime settlement with any Bank orFinancial Institution.

Acknowledgement

The Board of Directors wish to place on record its deep sense ofappreciation for the committed services by all the employees of the Company. The Board ofDirectors would also like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks government and regulatoryauthorities stock exchanges customers vendors members debenture holders and debenturetrustee during the year under review.

For and on behalf of the Board of Directors

Mukesh D. Ambani

Chairman and Managing Director

April 30 2021

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