Notice Reliance Industries Limited

Integrated Annual Report 2019-20

Corporate
Overview
Management
Review
Governance Financial
Statements
Notice

NOTICE is hereby given that the Forty- of the Company, as recommended or re-enactment(s) thereof, for the RESOLVED FURTHER THAT the NOTES: Company commend their respective
third Annual General Meeting (Post-IPO) by the Board of Directors, be and time being in force), approval of the Board of Directors be and is hereby 1. Considering the present Covid-19 re-appointments.
of the members of Reliance Industries is hereby declared for the financial members be and is hereby accorded authorised to do all acts and take pandemic, the Ministry of Corporate
Shri Hital R. Meswani and Shri P.M.S.
Limited will be held on Wednesday, year ended March 31, 2020 and the to re-appoint Shri Hital R. Meswani all such steps as may be necessary, Affairs (“MCA”) has vide its circular
Prasad are interested in the Ordinary
July 15, 2020 at 02:00 p.m. IST through same be paid out of the profits of the (DIN: 00001623) as a Whole-time proper or expedient to give effect to dated May 5, 2020 read together
Resolutions set out at Item Nos. 3
Video Conferencing (“VC”)/ Other Audio- Company for the financial year ended Director, designated as Executive this resolution.” with circulars dated April 8, 2020 and
and 4, respectively, of the Notice with
Visual Means (“OAVM”), to transact the March 31, 2020.” Director, for a period of 5 (five) years April 13, 2020 (collectively referred
7. To ratify the remuneration of Cost regard to their re-appointment. Shri
following business: from the expiry of his present term to as “MCA Circulars”) permitted
3. To appoint Shri Hital R. Meswani, Auditors for the financial year ending Nikhil R. Meswani, Executive Director,
of office, i.e., with effect from August convening the Annual General Meeting
who retires by rotation as a Director March 31, 2021 and, in this regard, to being related to Shri Hital R. Meswani,
ORDINARY BUSINESS 4, 2020 on the terms and conditions (“AGM” / “Meeting”) through Video
and in this regard, to consider and if consider and if thought fit, to pass, with may be deemed to be interested in
1. To consider and adopt (a) the audited including remuneration as set out Conferencing (“VC”) or Other Audio
thought fit, to pass, with or without or without modification(s), the following the resolution set out at Item No. 3 of
financial statement of the Company in the Statement annexed to the Visual Means (“OAVM”), without the
modification(s), the following resolution resolution as an Ordinary Resolution: the Notice. The other relatives of Shri
for the financial year ended March 31, Notice, with liberty to the Board of physical presence of the members at
as an Ordinary Resolution: Hital R. Meswani and relatives of Shri
2020 and the reports of the Board Directors (hereinafter referred to as “RESOLVED THAT in accordance with a common venue. In accordance with
P.M.S. Prasad may be deemed to be
of Directors and Auditors thereon; “RESOLVED THAT in accordance “the Board” which term shall include the provisions of Section 148 and other the MCA Circulars, provisions of the
interested in the resolutions set out
and (b) the audited consolidated with the provisions of Section 152 the Human Resources, Nomination applicable provisions of the Companies Companies Act, 2013 (‘the Act’) and the
at Item Nos. 3 and 4 of the Notice,
financial statement of the Company and other applicable provisions of and Remuneration Committee of Act, 2013 read with the Companies Securities and Exchange Board of India
respectively, to the extent of their
for the financial year ended March the Companies Act, 2013, Shri Hital the Board) to alter and vary the (Audit and Auditors) Rules, 2014 (Listing Obligations and Disclosure
shareholding interest, if any, in the
31, 2020 and the report of Auditors R. Meswani (DIN: 00001623), who terms and conditions of the said re- (including any statutory modification(s) Requirements) Regulations, 2015
Company. Save and except the above,
thereon and in this regard, to consider retires by rotation at this meeting be appointment and / or remuneration as or re-enactment(s) thereof, for the time (“SEBI Listing Regulations”), the AGM
none of the Directors / Key Managerial
and if thought fit, to pass, with or and is hereby appointed as a Director it may deem fit; being in force), the remuneration, as of the Company is being held through
Personnel of the Company / their
without modification(s), the following of the Company.” approved by the Board of Directors VC / OAVM. The deemed venue for
RESOLVED FURTHER THAT the Board relatives are, in any way, concerned or
resolutions as Ordinary Resolutions: and set out in the Statement annexed the AGM shall be the Registered Office
4. To appoint Shri P.M.S. Prasad, who be and is hereby authorised to do all interested, financially or otherwise, in
to the Notice, to be paid to the Cost of the Company.
a) “RESOLVED THAT the audited retires by rotation as a Director and acts and take all such steps as may be the Ordinary Business set out under
Auditors appointed by the Board of
financial statement of the in this regard, to consider and if necessary, proper or expedient to give 2. A statement pursuant to Section 102(1) Item Nos. 1 to 4 of the Notice.
Directors, to conduct the audit of
Company for the financial year thought fit, to pass, with or without effect to this resolution.” of the Act, relating to the Special
cost records of the Company for the 6. Details of Directors retiring by rotation /
ended March 31, 2020 and the modification(s), the following resolution Business to be transacted at the AGM
6. To appoint Shri K. V. Chowdary as a financial year ending March 31, 2021, seeking appointment /
reports of the Board of Directors as an Ordinary Resolution: is annexed hereto.
Director and in this regard, to consider be and is hereby ratified.” re-appointment at this
and Auditors thereon, as circulated
“RESOLVED THAT in accordance and if thought fit, to pass, with or 3. Generally, a member entitled to attend Meeting are provided in the
to the members, be and are By Order of the Board of Directors
with the provisions of Section 152 without modification(s), the following and vote at the meeting is entitled to “Annexure” to the Notice.
hereby considered and adopted.”
and other applicable provisions of resolution as an Ordinary Resolution: appoint a proxy to attend and vote
K. Sethuraman DISPATCH OF ANNUAL REPORT
b) “RESOLVED THAT the audited the Companies Act, 2013, Shri P.M.S. on a poll instead of himself and the
“RESOLVED THAT in accordance with Group Company Secretary and THROUGH ELECTRONIC MODE:
consolidated financial statement Prasad (DIN: 00012144), who retires proxy need not be a member of the
the provisions of Section 152 read Chief Compliance Officer 7. In compliance with the MCA Circulars
of the Company for the financial by rotation at this meeting be and Company. Since this AGM is being
with other applicable provisions of and SEBI Circular dated May 12, 2020,
year ended March 31, 2020 is hereby appointed as a Director Mumbai, June 20, 2020 held through VC / OAVM pursuant
the Companies Act, 2013 (“the Act”) Notice of the AGM along with the
and the report of Auditors of the Company.” to the MCA Circulars, physical
and the Companies (Appointment and Annual Report 2019-20 is being sent
thereon, as circulated to the Registered Office: attendance of members has been
Qualification of Directors) Rules, 2014 only through electronic mode to those
members, be and are hereby SPECIAL BUSINESS 3rd Floor, Maker Chambers IV, 222, dispensed with. Accordingly, the
(including any statutory modification(s) Members whose email addresses
considered and adopted.” 5. To re-appoint Shri Hital R. Meswani Nariman Point, facility for appointment of proxies by
or re-enactment(s) thereof, for the time are registered with the Company/
as a Whole-time Director and in this Mumbai 400 021 the members will not be available
2. To declare a dividend on equity shares being in force), Shri K. V. Chowdary Depositories. Members may note
regard, to consider and if thought fit, CIN: L17110MH1973PLC019786 for the AGM and hence the Proxy
for the financial year ended (DIN: 08485334), who was appointed that the Notice and Annual Report
to pass, with or without modification(s), Website: www.ril.com Form and Attendance Slip are not
March 31, 2020 and in this regard, to as an additional director in accordance 2019-20 will also be available on the
the following resolution as an E-mail: [email protected] annexed hereto.
consider and if thought fit, to pass, with with the provisions of Section 161(1) of Company’s website www.ril.com,
Ordinary Resolution: Tel.: +91 22 3555 5000
or without modification(s), the following the Act and the Articles of Association 4. Since the AGM will be held through VC/ websites of the Stock Exchanges,
Fax: +91 22 2204 2268
resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with of the Company and who holds office OAVM, the route map of the venue of i.e., BSE Limited and National Stock
the provisions of Sections 196, 197 and up to the date of this meeting and in the Meeting is not annexed hereto. Exchange of India Limited at www.
“RESOLVED THAT a dividend at
203 read with Schedule V and other respect of whom the Company has bseindia.com and www.nseindia.com
the rate of ` 6.50 (Six rupees and 5. In terms of the provisions of Section
applicable provisions of the Companies received a notice in writing under respectively, and on the website of
Fifty paise only) per equity share of 152 of the Act, Shri Hital R. Meswani
Act, 2013 and the Companies Section 160 of the Act from a member Company’s Registrar and Transfer
` 10/- (Ten rupees) each fully paid- and Shri P.M.S. Prasad, Directors,
(Appointment and Remuneration of proposing his candidature for the office Agent, KFin Technologies Private
up of the Company, and a pro-rata retire by rotation at the Meeting.
Managerial Personnel) Rules, 2014 of Director, be and is hereby appointed Limited (“KFinTech”) at https://
dividend of ` 1.625 on each of the Human Resources, Nomination
(including any statutory modification(s) as a Director of the Company; evoting.karvy.com
partly paid-up Rights Equity Shares and Remuneration Committee
and the Board of Directors of the

418 Naye India Ka Naya Josh 419

Notice (contd)
Reliance Industries Limited Corporate Management Governance Financial Notice
Integrated Annual Report 2019-20 Overview Review Statements

8. For receiving all communication c) Members who would like to PROCEDURE FOR REMOTE Voting rights of a member / iv. Any person who becomes a member vi. Information and instructions
(including Annual Report) from the express their views or ask E-VOTING AND E-VOTING beneficial owner (in case of of the Company after despatch of the for remote e-voting:
Company electronically: questions during the AGM may AT THE AGM: electronic shareholding) shall be Notice of the Meeting and holding I. A. In case a member receives
register themselves by logging on 13. Pursuant to the provisions of Section in proportion to his share in the shares as on the cut-off date may an e-mail from the Company
a) Members holding shares in physical
to https://emeetings.kfintech. 108 and other applicable provisions, if paid-up equity share capital of the obtain the User ID and password / KFinTech [for members
mode and who have not registered
com and clicking on the ‘Speaker any, of the Companies Act, 2013 read Company as on the cut-off date, i.e., from KFinTech in the manner as whose e-mail addresses
/ updated their email address
Registration’ option available with the Companies (Management Wednesday, July 8, 2020. mentioned below: are registered with the
with the Company are requested
on the screen after log in. The and Administration) Rules, 2014, as Company / Depository
to register / update the same by The Board of Directors of the Company (a) If the mobile number of the
Speaker Registration will be open amended, and Regulation 44 of SEBI Participant(s)]:
writing to the Company with details has appointed Shri Mehul Modi, a member is registered against Folio
during Wednesday, July 8, 2020 to Listing Regulations, the Company (a) Launch internet browser by typing
of folio number and attaching a Practising Chartered Accountant, No. / DP ID Client ID, the member
Monday, July 13, 2020. Only those is providing to its members facility the URL: https://evoting.karvy.com
self-attested copy of PAN card Partner, Deloitte Haskins & Sells may send SMS: MYEPWD <space>
members who are registered will to exercise their right to vote on
at [email protected] or LLP, Chartered Accountants or E-Voting Event Number+Folio No. (b) Enter the login credentials
be allowed to express their views resolutions proposed to be passed at
to KFinTech at failing him Shri Vishal Agarwal, a or DP ID Client ID to 9212993399 (User ID and password given in
or ask questions. The Company AGM by electronic means (“e-voting”).
[email protected] Practising Chartered Accountant, the e-mail). The E-Voting Event
reserves the right to restrict the Members may cast their votes Example for NSDL: MYEPWD
Partner, Deloitte Haskins & Sells LLP, Number+Folio No. or DP ID Client
b) Members holding shares in number of questions and number remotely, using an electronic voting <SPACE> IN12345612345678
Chartered Accountants, as Scrutiniser ID will be your User ID. However,
dematerialised mode are of speakers, depending upon system on the dates mentioned herein
to scrutinise the remote e-voting Example for CDSL: MYEPWD if you are already registered with
requested to register / update availability of time as appropriate below (“remote e-voting’’).
and Insta Poll process in a fair and <SPACE> 1402345612345678 KFinTech for e-voting, you can
their email addresses with the for smooth conduct of the AGM.
Further, the facility for voting through transparent manner and they have use the existing password for
relevant Depository Participant. Example for Physical: MYEPWD
d) Members will be allowed to attend electronic voting system will also be communicated their willingness to be logging in. If required, please visit
<SPACE> XXXX1234567890
PROCEDURE FOR JOINING THE the AGM through VC / OAVM on made available at the Meeting (“Insta appointed and will be available for https://evoting.karvy.com or
AGM THROUGH VC / OAVM: first come, first served basis. Poll”) and members attending the the said purpose. (b) If e-mail address or mobile number contact toll-free numbers 1800-
9. The Company will provide VC / Meeting who have not cast their vote(s) of the member is registered 425-8998 / 1800-345-4001 (from
e) Facility to join the meeting shall be Information and instructions
OAVM facility to its Members for by remote e-voting will be able to vote against Folio No. / DP ID Client ID, 9:00 a.m. to 6:00 p.m.) for your
opened thirty minutes before the relating to e-voting are as under:
participating at the AGM. at the Meeting through Insta Poll. then on the home page of https:// existing password.
scheduled time of the AGM and i. The members who have cast their
evoting.karvy.com, the member
a) Members will be able to attend shall be kept open throughout the The Company has engaged the vote(s) by remote e-voting may also (c) After entering these details
may click “Forgot Password” and
the AGM through VC / OAVM or proceedings of the AGM. services of KFinTech as the agency to attend the Meeting but shall not be appropriately, click on “LOGIN”.
enter Folio No. or DP ID Client ID
view the live webcast at https:// provide e-voting facility. entitled to cast their vote(s) again at the
f) Members who need assistance and PAN to generate a password. (d) You will now reach Password
emeetings.kfintech.com by using Meeting. Once the vote on a resolution
before or during the AGM, The manner of voting remotely Change Menu wherein you are
their e-voting login credentials. is cast by a member, whether partially (c) Member may call on KFinTech’s
can contact KFinTech on by members holding shares in required to mandatorily change
or otherwise, the member shall not be toll-free numbers 1800-425-
Members are requested to follow [email protected] or call on dematerialized mode, physical your password upon logging-
allowed to change it subsequently or 8998 / 1800-345-4001 (from 9:00
the procedure given below: toll free numbers 1800-425-8998 / mode and for members who in for the first time. The new
cast the vote again. a.m. to 6:00 p.m.)
1800-345-4001 . Kindly quote your have not registered their email password shall comprise minimum
i. Launch internet browser
name, DP ID-Client ID / Folio no. addresses is provided in the ii. A member can opt for only single (d) Member may send 8 characters with at least one
(chrome/firefox/safari) by
and E-voting Event Number in all instructions given below. mode of voting per EVEN, i.e., through an e-mail request to upper case (A-Z), one lower case
typing the URL: https://
your communications. remote e-voting or voting at the [email protected] (a-z), one numeric (0-9) and a
emeetings.kfintech.com The remote e-voting facility
Meeting (Insta Poll). If a member casts special character (@,#,$,etc.).
10. In case of joint holders attending the will be available during the If the member is already registered
ii. Enter the login credentials vote(s) by both modes, then voting The system will prompt you to
Meeting, only such joint holder who following voting period: with KFinTech’s e-voting platform,
(i.e., User ID and password done through remote e-voting shall change your password and update
is higher in the order of names will be then he can use his existing
for e-voting). Commencement of 9:00 a.m. on prevail and vote(s) cast at the Meeting your contact details like mobile
entitled to vote at the AGM. password for logging in.
remote e-voting: Saturday, July 11, shall be treated as “INVALID”. number, e-mail address, etc. on
iii. After logging in, click on
11. Members attending the AGM through 2020 v. The Company has opted to provide first login. You may also enter
“Video Conference” option iii. A person, whose name is recorded
VC / OAVM shall be reckoned the same electronic voting system at a secret question and answer
End of remote 5:00 p.m. on in the register of members or in
iv. Then click on camera icon for the purpose of quorum under the Meeting, as used during remote of your choice to retrieve your
e-voting: Tuesday, July 14, the register of beneficial owners
appearing against AGM event Section 103 of the Act. e-voting, and the said facility shall password in case you forget it. It is
2020 maintained by the depositories as
of Reliance Industries Limited, be operational till all the resolutions strongly recommended that you
12. Members of the Company under the on the cut-off date, i.e., Wednesday,
to attend the Meeting. The remote e-voting will not be allowed proposed in the Notice are considered do not share your password with
category of Institutional Investors July 8, 2020 only shall be entitled to
beyond the aforesaid date and time and voted upon at the Meeting and any other person and that you
b) Members who do not have User are encouraged to attend and avail the facility of remote e-voting
and the remote e-voting module shall may be used for voting only by the take utmost care to keep your
ID and Password for e-voting or vote at the AGM. or for participation at the AGM and
be forthwith disabled by KFinTech members holding shares as on the cut- password confidential.
have forgotten the User ID and voting through Insta Poll. A person
upon expiry of the aforesaid period. off date who are attending the Meeting
Password may retrieve the same who is not a member as on the cut- (e) You need to login again with the
and who have not already cast their
by following the procedure given off date, should treat the Notice for new credentials.
vote(s) through remote e-voting.
in the E-voting instructions. information purpose only.

420 Naye India Ka Naya Josh 421

Notice (contd)
Reliance Industries Limited Corporate Management Governance Financial Notice
Integrated Annual Report 2019-20 Overview Review Statements

(f) On successful login, the system [email protected] It is IV. In case of any query pertaining to
PROCEDURE FOR INSPECTION OF IEPF RELATED INFORMATION: year 2019-20, transferred to the IEPF
will prompt you to select the also requested to upload the e-voting, members may refer to the
DOCUMENTS: 16. The Company has transferred the Authority all shares in respect of
E-Voting Event Number (EVEN) same in the e-voting module in “Help” and “FAQs” sections / E-voting
14. The Register of Directors and Key unpaid or unclaimed dividends which dividend had remained unpaid
for Reliance Industries Limited. their login. The naming format user manual available through a
Managerial Personnel and their declared up to financial years 2011- or unclaimed for seven consecutive
SHAREHOLDERS TO SELECT of the aforesaid legible scanned dropdown menu in the “Downloads”
shareholding maintained under 12, from time to time, to the Investor years or more as on the due date of
THE RESPECTIVE EVENS AND document shall be “Corporate section of KFinTech’s website for
Section 170 of the Act, the Register of Education and Protection Fund transfer, i.e., July 13, 2019. Details of
VOTE DEPENDING UPON Name EVENT NO.” e-voting: https://evoting.karvy.com
Contracts or Arrangements in which (“IEPF”) established by the Central shares so far transferred to the IEPF
THEIR SHAREHOLDING - or contact KFinTech as per the details
(B) In case of a member whose the directors are interested, maintained Government. Details of dividends so Authority are available on the website
FULLY PAID-UP OR PARTLY given under sub-point no. V below.
e-mail address is not under Section 189 of the Act, and the far transferred to the IEPF Authority of the Company and the same can be
PAID-UP OR BOTH.
registered / updated with V. Members are requested to note relevant documents referred to in the are available on the website of accessed through the link:
(g) On the voting page, enter the the Company / KFinTech / the following contact details for Notice will be available electronically IEPF Authority and the same can
https://www.ril.com/

number of shares as on the cut- Depository Participant(s), addressing e-voting grievances: for inspection by the members be accessed through the link:
InvestorRelations/
off date under either “FOR” or please follow the following during the AGM. www.iepf.gov.in.
Shri S. P. Venugopal, General Manager ShareholdersInformation.aspx.
“AGAINST” or alternatively, you steps to generate your login
KFin Technologies Private Limited All documents referred to in the Notice 17. The details of unpaid and unclaimed
may partially enter any number credentials: The said details have also been uploaded
Selenium Tower B, Plot 31-32, will also be available electronically dividends lying with the Company
under “FOR” / “AGAINST”, but (a) Members holding shares in on the website of the IEPF Authority
Gachibowli, Financial District, for inspection without any fee by the as on March 31, 2020 are uploaded
the total number under “FOR” / physical mode, who have not and can be accessed through the link:
Nanakramguda, Hyderabad 500 032 members from the date of circulation on the website of the Company and
“AGAINST” taken together should registered / updated their email www.iepf.gov.in.
Phone No.: +91 40 6716 1700 of this Notice up to the date of AGM. can be accessed through the link
not exceed your total shareholding addresses with the Company,
Toll-free No.: 1800-425-8998 Members seeking to inspect such https://www.ril.com/InvestorRelations/ Members may note that shares as well as
as on the cut-off date. You are requested to register /
/ 1800-345-4001 documents can send an email to ShareholdersInformation.aspx unclaimed dividends transferred to IEPF
may also choose to “ABSTAIN” update the same by clicking
E-mail: [email protected] [email protected] Authority can be claimed back from the
and vote will not be counted on https://rkarisma.kfintech. Details of unpaid and unclaimed
IEPF Authority.
under either head. com/shareholders or by writing vii. Information and instructions 15. Members seeking any information with dividends up to March 31, 2019 are also
to the Company with details for Insta Poll: regard to the accounts or any matter to uploaded on the website of the IEPF The concerned members/investors are
(h) Members holding shares under
of folio number and attaching Facility to cast vote through Insta be placed at the AGM, are requested Authority and can be accessed through advised to read Company’s Shareholders’
multiple folios / demat accounts
a self-attested copy of PAN Poll will be made available on the to write to the Company on or before the link: www.iepf.gov.in. Referencer at weblink https://www.ril.com/
shall choose the voting process
card at investor.relations@ Video Conferencing screen and will Tuesday, July 7, 2020 through email on DownloadFiles/IRForms/Shareholders-
separately for each of the folios / Adhering to the various requirements
ril.com or to KFinTech at be activated once the Insta Poll is [email protected] The same will be replied Referencer.pdf or visit the weblink of the
demat accounts. set out in the Investor Education
[email protected] announced at the Meeting. by the Company suitably. IEPF Authority http://iepf.gov.in/IEPF/
and Protection Fund Authority
(i) Voting has to be done for each refund.html, or contact KFinTech, for
(b) Members holding shares in viii. The Scrutiniser will, after the (Accounting, Audit, Transfer and
item of the Notice separately. In detailed procedure to lodge the claim with
dematerialised mode who have conclusion of e-voting at the Meeting, Refund) Rules, 2016, as amended,
case you do not desire to cast your the IEPF Authority.
not registered their e-mail scrutinise the votes cast at the Meeting the Company has, during financial
vote on any specific item, it will be
addresses with their Depository (Insta Poll) and votes cast through
treated as “ABSTAINED”. Due dates for transfer to IEPF, of the unclaimed/unpaid dividends for the financial year 2012-13 and thereafter, are as under:
Participant(s) are requested to remote e-voting, make a consolidated
(j) You may then cast your vote by register / update their email Scrutiniser’s Report and submit the Financial year Declaration Date Due Date
selecting an appropriate option addresses with the Depository same to the Chairman. The result 2012-13 June 6, 2013 July 12, 2020
and click on “SUBMIT”. Participant(s) with whom they of e-voting will be declared within 2013-14 June 18, 2014 July 24, 2021
maintain their demat accounts. forty-eight hours of the conclusion 2014-15 June 12, 2015 July 18, 2022
(k) A confirmation box will be
of the Meeting and the same, along 2015-16 March 10, 2016 April 15, 2023
displayed. Click “OK” to confirm, (c) After due verification, the
with the consolidated Scrutiniser’s
else “CANCEL” to modify. Company / KFinTech will forward 2016-17 July 21, 2017 August 26, 2024
Report, will be placed on the website
your login credentials to your 2017-18 July 5, 2018 August 4, 2025
(l) Once you confirm, you will not be of the Company: www.ril.com and
registered email address. 2018-19 August 12, 2019 September 11, 2026
allowed to modify your vote. on the website of KFinTech at: https://
(d) Follow the instructions at I.(A). (a) evoting.karvy.com. The result will
(m) Corporate / Institutional Members
to (m) to cast your vote. simultaneously be communicated to DIVIDEND RELATED INFORMATION Services (India) Limited as beneficial Shareholders are requested to register
(i.e., other than Individuals, HUFs,
the stock exchanges. 18. Subject to approval of the Members owners as on that date. / update their complete bank details:
NRIs, etc.) are also required to II. You can also update your mobile
at the AGM, the dividend will be paid
send legible scanned certified number and e-mail id in the user profile ix. Subject to receipt of requisite Payment of dividend shall be made (a) with their Depository Participant(s)
within a week from the conclusion
true copy (in PDF Format) of details of the folio which may be used number of votes, the through electronic mode to the with whom they maintain their
of the AGM, to the Members whose
the Board Resolution / Power for sending further communication(s). Resolutions proposed in the Shareholders who have updated demat accounts if shares
names appear on the Company’s
of Attorney / Authority Letter, Notice shall be deemed to their bank account details. Dividend are held in dematerialised
III. Once the vote on a resolution is cast Register of Members as on the Record
etc., together with attested be passed on the date of the warrants / demand drafts will be mode by submitting the
by a member, whether partially or Date, and in respect of the shares
specimen signature(s) of the duly Meeting, i.e., Wednesday, despatched to the registered requisite documents, and
otherwise, the member shall not be held in dematerialised mode, to the
authorized representative(s), July 15, 2020. address of the shareholders who
allowed to change it subsequently or Members whose names are furnished (b) with the Company / KFinTech by
to the Scrutiniser at e-mail id: have not updated their bank account
cast the vote again. by National Securities Depository clicking on https://rkarisma.
[email protected] details, after normalisation of the
Limited and Central Depository kfintech.com/shareholders
with a copy marked to postal service.

422 Naye India Ka Naya Josh 423

Notice (contd)
Reliance Industries Limited Corporate Management Governance Financial Notice
Integrated Annual Report 2019-20 Overview Review Statements

or by emailing at investor. leaf. In case shares are held in 1st April 2020. No tax will be B. NON-RESIDENT SHAREHOLDERS:
[email protected] or rilinvestor@ dematerialised mode, details deducted on payment of dividend Withholding tax on dividend payment to non-resident shareholders if the non-resident shareholders
kfintech.com, if shares are held in a form prescribed by your to the resident individual submit and register following document as mentioned in column no.4 of the below table with the
in physical mode, by submitting Depository Participant may also be shareholders if the total dividend Company / KFinTech
(i) scanned copy of the signed required to be furnished. paid does not exceed `5,000/- Sr. No Particulars Withholding tax rate Documents required (if any)
request letter which shall contain (1) (2) (3) (4)
Pursuant to the amendments The withholding tax rate would
shareholder’s name, folio number, Foreign Institutional Investors (FIIs) / 20% (plus applicable surcharge
introduced by the Finance Act, vary depending on the residential 1 FPI registration number / certificate.
bank details (Bank account Foreign Portfolio Investors (FPIs) and cess)
2020 the Company will be status of the shareholder
number, Bank and Branch Name
required to withhold taxes at the and documents registered 2 Other Non-resident shareholders 20% (plus applicable surcharge To avail beneficial rate of tax treaty following tax
and address, IFSC, MICR details), and cess) or tax treaty rate documents would be required:
prescribed rates on the dividend with the Company.
(ii) self-attested copy of the PAN whichever is beneficial
paid to its shareholders w.e.f. 1. Tax Residency certificate issued by revenue authority
card and (iii) cancelled cheque
of country of residence of shareholder for the year in
A. RESIDENT SHAREHOLDERS: which dividend is received
A.1 Tax Deductible at Source for Resident Shareholders 2. PAN
Withholding tax 3. Form 10F filled & duly signed
Sr. No Particulars Documents required (if any)
rate
4. Self-declaration for non-existence of permanent
1 Valid PAN updated in the Company’s Register of Members 7.5% No document required (if no exemption is sought)
establishment/ fixed base in India
No PAN/Valid PAN not updated in the Company’s Register
2 20% No document required (if no exemption is sought) (Note: Application of beneficial Tax Treaty Rate shall
of Members
Availability of lower/nil tax deduction certificate issued by Rate specified in the Lower tax deduction certificate obtained from depend upon the completeness of the documents
3 submitted by the Non- Resident shareholder and review to
Income Tax Department u/s 197 of Income Tax Act, 1961 certificate Income Tax Authority
the satisfaction of the Company)
A.2 No Tax Deductible at Source on dividend payment to resident shareholders if the Shareholders submit 3 Indian Branch of a Foreign Bank Nil Lower tax deduction certificate u/s 195(3) obtained from
and register following documents as mentioned in column no.4 of the below table with the Company / Income Tax Authority
KFinTech Self-declaration confirming that the income is received on
Sr. No Particulars Withholding tax Documents required (if any) its own account and not on behalf of the Foreign Bank
(1) (2) rate (3) (4) 4 Availability of Lower/NIL tax deduction Rate specified in certificate Lower tax deduction certificate obtained from Income Tax
Declaration in Form No. 15G (applicable to any person certificate issued by Income Tax Authority
other than a company or a firm) / Form 15H (applicable Department u/s 197 of Income Tax
1 Submission of form 15G/15H NIL Act, 1961
to an Individual who is 60 years and above), fulfilling
certain conditions.
Shareholders to whom section 194 of the Income Tax, Documentary evidence that the said provisions are not
2 NIL
1961 does not apply such as LIC, GIC, etc. applicable.
Shareholder covered u/s 196 of Income Tax Act, 1961
Documentary evidence for coverage u/s 196 of
3 such as Government, RBI, corporations established NIL
Income Tax Act, 1961
by Central Act & mutual funds.
SEBI registration certificate to claim benefit under
4 Category I and II Alternative Investment Fund NIL
section 197A (1F) of Income Tax Act, 1961
• Recognised provident funds Necessary documentary evidence as per Circular
5 • Approved superannuation fund NIL No. 18/2017 issued by Central Board of Direct Taxes
• Approved gratuity fund (CBDT)
No TDS as per section 197A (1E) of
6 National Pension Scheme NIL
Income Tax Act, 1961

424 Naye India Ka Naya Josh 425

Notice (contd)
Reliance Industries Limited Corporate Management Governance Financial Notice
Integrated Annual Report 2019-20 Overview Review Statements

Notes: (vi) This Communication is not exhaustive 21. Members holding shares in STATEMENT PURSUANT (b) Contribution to provident (f) General:
(i) The Company will issue soft copy of and does not purport to be a complete electronic mode are: TO SECTION 102(1) OF THE fund, superannuation or i. The Whole-time Director shall
the TDS certificate to its shareholders analysis or listing of all potential COMPANIES ACT, 2013 annuity fund, gratuity etc. perform his duties as such with
a) requested to submit their PAN
through email registered with the tax consequences in the matter of The following Statement sets out all The Company’s contribution to regard to all work of the Company
and bank account details to their
Company / KFinTech post payment of dividend payment. Shareholders material facts relating to the Special provident fund, superannuation or and will manage and attend to
respective Depository Participants
the dividend. Shareholders will be able should consult their tax advisors for Business mentioned in the Notice: annuity fund, gratuity payable and such business and carry out the
(“DPs”) with whom they are
to download the TDS certificate from requisite action to be taken by them. encashment of leave, as per the rules orders and directions given by
maintaining their demat accounts. ITEM NO. 5
the Income Tax Department’s website of the Company, shall be in addition to the Board / Managing Director
OTHER INFORMATION The Board of Directors of the Company
https://incometaxindiaefiling.gov.in b) advised to contact their respective the remuneration under (a) above. from time to time in all respects
19. Securities and Exchange Board of India (“the Board”), at its meeting held on
(refer to Form 26AS). DPs for registering nomination. and conform to and comply
(“SEBI”) has mandated that securities April 30, 2020 has, subject to approval (c) Remuneration based on net
with all such directions and
(ii) The aforesaid documents such as of listed companies can be transferred 22. Non-Resident Indian members are of members, re-appointed Shri Hital R. profits:
regulations as may from time
Form 15G/ 15H, documents under only in dematerialised form w.e.f. April requested to inform KFinTech / Meswani (DIN: 00001623) as a Whole-time In addition to the salary, perquisites
to time be given and made by
section 196, 197A, FPI Registration 1, 2019. Accordingly, the Company / respective DPs, immediately of: Director, designated as Executive Director, and allowances as set out above, Shri
the Board / Managing Director
Certificate, Tax Residency Certificate, KFinTech has stopped accepting any for a period of 5 (five) years from the expiry Hital R. Meswani shall be entitled to
a) Change in their residential and the functions of the Whole-
Lower Tax certificate etc. can be fresh lodgement of transfer of shares in of his present term, i.e., with effect from receive remuneration based on net
status on return to India for time Director will be under the
uploaded on the link https://rkarisma. physical form. Members holding shares August 4, 2020, on terms and conditions profits. Such remuneration based
permanent settlement. overall authority of the Managing
kfintech.com/dividendtds/ on or before in physical form are advised to avail of including remuneration as recommended on net profits payable to him will be
Director/ Board of Directors.
July 03, 2020 to enable the Company the facility of dematerialisation. b) Particulars of their bank account by the Human Resources, Nomination determined by the Board and / or the
to determine the appropriate TDS maintained in India with complete and Remuneration Committee (the ‘HRNR HRNR Committee of the Board for ii. The Whole-time Director shall act
20. Members holding shares in
/ withholding tax rate applicable. name, branch, account type, Committee’) of the Board. each financial year based on members’ in accordance with the Articles
physical mode are:
Any communication on the tax account number and address of approval granted in the Annual General of Association of the Company
Members’ approval is sought for the
determination/deduction received post a) required to submit their Permanent the bank with pin code number, Meeting held on June 18, 2014. and shall abide by the provisions
re‑appointment of and remuneration
July 03, 2020 shall not be considered. Account Number (PAN) and bank if not furnished earlier. contained in Section 166 of the Act
payable to Shri Hital R. Meswani as a (d) Increment / Incentive / ESOP
account details to the Company with regard to duties of directors.
(iii) Application of TDS rate is subject to 23. Shareholders’ Referencer giving Whole-time Director, designated as etc.:
/ KFinTech at https://rkarisma.
necessary verification by the Company guidance on securities related matters Executive Director of the Company, in (i) Increment in salary / incentive iii. The Whole-time Director shall
kfintech.com/shareholders, if
of the shareholder details as available is uploaded on the Company’s website terms of the applicable provisions of the / bonus / performance linked adhere to the Company’s
not registered with the Company/
in Register of Members as on the and can be accessed at link https:// Companies Act, 2013 (“the Act”). incentive, payable to Shri Hital R. Code of Conduct.
KFinTech, as mandated by SEBI
Record Date, and other documents www.ril.com/DownloadFiles/IRForms/ Meswani, as may be determined
by writing to the Company at Broad particulars of the terms of re- iv. The office of the Whole-time
available with the Company / KFinTech. Shareholders-Referencer.pdf. by the Board and / or the HRNR
[email protected] or appointment of and remuneration payable Director may be terminated by
Committee of the Board, shall be
(iv) In case TDS is deducted at a higher to KFinTech at 24. Members are requested to fill in and to Shri Hital R. Meswani are as under: the Company or by him by giving
in addition to the remuneration
rate, an option is still available with the [email protected] along send the Feedback Form provided in the other 3 (three) months’ prior
(a) Salary, Perquisites and under (a) above.
shareholder to file the return of income with the details of folio no., self- the Annual Report. notice in writing.
Allowances per annum:
and claim an appropriate refund. attested copy of PAN card, bank (ii) Employees Stock Options granted
( ` in crore) Shri Hital R. Meswani satisfies all
details (Bank account number, / to be granted to Shri Hital R.
(v) In the event of any income tax demand Salary 2.16 the conditions set out in Part-I
Bank and Branch Name and Meswani, from time to time, shall
(including interest, penalty, etc.) arising of Schedule V to the Act as also
address, IFSC, MICR details) and Perquisites and Allowances 4.20 not be considered as a part of
from any misrepresentation, inaccuracy conditions set out under sub-
cancelled cheque. perquisites under (a) above,
or omission of information provided The perquisites and allowances, as section (3) of Section 196 of the
and that the perquisite value of
by the Member/s, such Member/s b) advised to register nomination aforesaid, shall include accommodation Act for being eligible for his re-
stock options exercised shall be
will be responsible to indemnify in respect of their shareholding (furnished or otherwise) or house appointment. He is not disqualified
in addition to the remuneration
the Company and also, provide in the Company. Nomination rent allowance in lieu thereof; house from being appointed as a Director
under (a) above.
the Company with all information / Form (SH-13) is put on the maintenance allowance together in terms of Section 164 of the Act.
documents and co-operation in any Company’s website and can be with reimbursement of expenses (e) Reimbursement of Expenses:
The above may be treated as
appellate proceedings. accessed at link https://www.ril. and / or allowances for utilisation Expenses incurred for travelling, board
a written memorandum setting
com/DownloadFiles/IRForms/ of gas, electricity, water, furnishing and lodging including for Shri Hital R.
out the terms of
Nominations.pdf and repairs, medical assistance and Meswani’s spouse and attendant(s)
re-appointment of Shri Hital
leave travel concession for self and during business trips and provision of
R. Meswani under Section
family including dependents. The said car(s) for use on Company’s business
190 of the Act.
perquisites and allowances shall be and communication expenses at
evaluated, wherever applicable, as per residence shall be reimbursed Details of Shri Hital R. Meswani are
the provisions of Income Tax Act, 1961 at actuals and not considered provided in the “Annexure” to the
or any rules thereunder or any statutory as perquisites. Notice, pursuant to the provisions
modification(s) or re-enactment(s) of (i) the Securities and Exchange
thereof; in the absence of any such Board of India (Listing Obligations
rules, perquisites and allowances shall and Disclosure Requirements)
be evaluated at actual cost. Regulations, 2015 and (ii)

426 Naye India Ka Naya Josh 427

Notice (contd)
Reliance Industries Limited Corporate Management Governance Financial Notice
Integrated Annual Report 2019-20 Overview Review Statements

Secretarial Standard on General ITEM NO. 6 be decided by the Board, reimbursement In accordance with the provisions of Section 148 of the Companies Act, 2013 (“the Act”) read with the Companies (Audit and Auditors)
Meetings issued by the Institute of Based on the recommendation of the of expenses for participating in the Board Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board, has to
Company Secretaries of India. Human Resources, Nomination and and other meetings and profit related be ratified by the members of the Company.
Remuneration Committee, the Board commission within the limits stipulated
Shri Hital R. Meswani is interested Accordingly, ratification by the members is sought for the remuneration payable to the Cost Auditors for the financial year ending March 31,
of Directors of the Company, pursuant under Section 197 of the Act.
in the resolution set out at Item 2021 by passing an Ordinary Resolution as set out at Item No. 7 of the Notice.
to the provisions of Section 161(1) of the
No. 5 of the Notice. Shri Nikhil R. Shri K. V. Chowdary is interested in the
Companies Act, 2013 (“the Act”) and the None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or
Meswani, a Whole-time Director, resolution set out at Item No. 6 of the Notice
Articles of Association of the Company, otherwise, in the resolution.
being related to Shri Hital R. with regard to his appointment. Relatives of
had appointed Shri K. V. Chowdary (DIN:
Meswani may be deemed to be Shri K. V. Chowdary may be deemed to be The Board commends the Ordinary Resolution set out at Item No. 7 of the Notice for ratification by the members.
08485334) as an Additional Director of the
interested in the resolution set out interested in the resolution to the extent of
Company with effect from October 18, 2019. By Order of the Board of Directors
at Item No. 5 of the Notice. their shareholding, if any, in the Company.
Pursuant to Section 161(1) of the Act, Shri
The other relatives of Shri Hital R. K. V. Chowdary holds office up to the date Save and except the above, none of the K. Sethuraman
Meswani may be deemed to be of this meeting. other Directors / Key Managerial Personnel Group Company Secretary and
interested in the resolution set out of the Company / their relatives are, in any Chief Compliance Officer
Shri K. V. Chowdary is not disqualified from
at Item No. 5 of the Notice, to the way, concerned or interested, financially or
being appointed as a director in terms of Mumbai, June 20, 2020
extent of their shareholding, if any, otherwise, in the resolution.
Section 164 of the Act and has given his
in the Company.
consent to act as a director. This statement may also be regarded as an Registered Office:
Save and except the above, appropriate disclosure under the Act and 3rd Floor, Maker Chambers IV, 222,
Details of Shri K. V. Chowdary are provided
none of the other Directors / the Listing Regulations. Nariman Point,
in the “Annexure” to the Notice, pursuant
Key Managerial Personnel of the Mumbai 400 021
to the provisions of (i) the Securities and The Board commends the Ordinary
Company / their relatives are, in CIN: L17110MH1973PLC019786
Exchange Board of India (Listing Obligations Resolution set out at Item No. 6 of the
any way, concerned or interested, Website: www.ril.com
and Disclosure Requirements) Regulations, Notice for approval by the members.
financially or otherwise, in E-mail: [email protected]
2015 (“Listing Regulations”) and (ii)
the resolution. Tel.: +91 22 3555 5000
Secretarial Standard on General Meetings
Fax: +91 22 2204 2268
The Board commends the issued by the Institute of Company
Ordinary Resolution set out at Item Secretaries of India. He shall be paid
No. 5 of the Notice for approval remuneration by way of fee for attending
by the members. meetings of the Board or Committees
thereof or for any other purpose as may

ITEM NO. 7
The Board of Directors has, on the recommendation of the Audit Committee, approved the appointment and remuneration of the Cost
Auditors to conduct the audit of the cost records of the Company across various segments, for the financial year ending March 31, 2021, as
per the following details:

Sr. Cost Audit Fee

Name of the Cost Auditor Industry
No. (in ₹)
1. Diwanji & Co. Electricity, Chemicals 9,30,000
2. K. G. Goyal & Associates Chemicals and Polyester 3,03,000
3. V. J. Talati & Co. Chemicals, Oil & Gas and Polyester 9,11,000
4. Kiran J. Mehta & Co. Textiles, Electricity and Composites 4,50,000
5. Suresh D. Shenoy Polyester, Chemicals, Petroleum and Gasification 9,21,000
6. V. Kumar & Associates Polyester 6,00,000
7. Dilip M. Malkar & Co. Chemicals 7,33,000
8. Shome & Banerjee Oil & Gas and Chemicals 7,39,000
Shome & Banerjee, Lead Cost Auditor Lead Cost Audit Fees 8,00,000
Total 63,87,000

428 Naye India Ka Naya Josh 429

Notice (contd)
Reliance Industries Limited Corporate Management Governance Financial Notice
Integrated Annual Report 2019-20 Overview Review Statements

ANNEXURE TO THE NOTICE DATED JUNE 20, 2020 Shri P.M.S. Prasad
Membership / Chairmanship of Committees of other Boards as on Reliance Commercial Dealers Limited
DETAILS OF DIRECTORS RETIRING BY ROTATION / SEEKING APPOINTMENT / RE-APPOINTMENT AT THE Nomination and Remuneration Committee – Chairman
March 31, 2020
MEETING Corporate Social Responsibility Committee – Member
Shri Hital R. Meswani Network18 Media & Investments Limited
Age 51 years Stakeholders’ Relationship Committee – Member
Corporate Social Responsibility Committee – Member
Qualifications • Honours in Management & Technology Programme from University of Audit Committee - Member
Pennsylvania (UPENN), U.S.A. Nomination and Remuneration Committee – Member
• Bachelor of Science in Chemical Engineering from School of Risk Management Committee - Member
Engineering and Applied Sciences, UPENN TV18 Broadcast Limited
Corporate Social Responsibility Committee – Member
• Bachelor of Science in Economics from Wharton Business School Stakeholders’ Relationship Committee – Member
Experience (including expertise in specific functional area) / Brief Vast experience in petroleum and petrochemicals industry. Please refer Audit Committee - Member
Resume Company’s website: www.ril.com for detailed profile. Nomination and Remuneration Committee – Member
Terms and Conditions of Re-appointment As per the resolution at Item No. 5 of the Notice convening this Meeting read Risk Management Committee - Member
with explanatory statement thereto, Shri Hital R. Meswani is proposed to be Viacom18 Media Private Limited
re-appointed as a Whole-time Director. Corporate Social Responsibility Committee – Member
Remuneration last drawn ` 24 crore (for remuneration details, please refer the Corporate Governance
(FY 2019-20) Report) Shri K.V. Chowdary
Remuneration proposed to be paid As per the resolution at Item No. 5 of the Notice convening this Meeting Age 65 years
read with explanatory statement thereto and the resolution passed by the Qualifications Graduation in Mathematics from Loyola College, Chennai and Post-
shareholders at the Annual General Meeting held on June 18, 2014 Graduation in Mathematics from IIT, Chennai
Date of first appointment on the Board August 4, 1995 Experience (including expertise in specific functional area) / Brief Retired as Chairman of Central Board of Direct Taxes (CBDT). Please refer
Resume Company’s website: www.ril.com for detailed profile
Shareholding in the Company as on March 31, 2020 32,23,772 equity shares of ` 10/- each
Terms and Conditions of Appointment As per the resolution at Item No. 6 of the Notice convening this Meeting read
Relationship with other Directors / Key Managerial Personnel Brother of Shri Nikhil R. Meswani, Whole-time Director and not related to any with explanatory statement thereto, Shri K.V. Chowdary is proposed to be
other Director / Key Managerial Personnel appointed as a Director
Number of meetings of the Board attended during the financial year 7 Remuneration last drawn (including sitting fees, if any) ` 0.66 crore (for remuneration details, please refer the Corporate
(2019-20) Governance Report)
Directorships of other Boards as on March 31, 2020 Reliance Industrial Investments and Holdings Limited Remuneration proposed to be paid As per the resolution at Item No. 6 of the Notice convening this Meeting and
Reliance Commercial Dealers Limited the resolution passed by the shareholders at the Annual General Meeting
The Indian Film Combine Private Limited held on June 18, 2014
Membership / Chairmanship of Committees of other Boards as on Date of first appointment on the Board October 18, 2019
The Indian Film Combine Private Limited
March 31, 2020 Shareholding in the Company as on March 31, 2020 Nil
Audit Committee- Chairman Relationship with other Directors / Key Managerial Personnel Not related to any Director / Key Managerial Personnel
Nomination and Remuneration Committee- Member Number of meetings of the Board attended during the financial year 5 (appointed w.e.f. October 18, 2019)
Corporate Social Responsibility Committee – Chairman (2019-20)
Directorships of other Boards as on March 31, 2020 CCL Products (India) Limited
Divi’s Laboratories Limited
Shri P.M.S. Prasad
Membership / Chairmanship of Committees of other Boards as on CCL Products (India) Limited
Age 68 years March 31, 2020 Audit Committee – Member
Qualifications Bachelor Degree in science from Osmania University and in Engineering from Divi’s Laboratories Limited
Anna University Audit Committee – Member
Experience (including expertise in specific functional area) / Brief Vast experience in Petroleum and Petrochemical industry. Please refer Compensation, Nomination and Remuneration Committee- Member
Resume Company’s website: www.ril.com for detailed profile. Stakeholders’ Relationship Committee – Member
Terms and Conditions of Re-appointment In terms of Section 152(6) of the Companies Act, 2013, Shri P.M.S. Prasad who
was re-appointed as a Whole-time Director at the Annual General Meeting
held on August 12, 2019, is liable to retire by rotation. By Order of the Board of Directors
Remuneration last drawn ` 11.15 crore (for remuneration details, please refer the Corporate Governance
Report) K. Sethuraman
Remuneration proposed to be paid As per existing approved terms and conditions Group Company Secretary and
Date of first appointment on the Board August 21, 2009 Chief Compliance Officer
Shareholding in the Company as on March 31, 2020 6,00,000 equity shares of ` 10/- each Mumbai, June 20, 2020
Relationship with other Directors / Key Managerial Personnel Not related to any Director / Key Managerial Personnel
Number of meetings of the Board attended during the financial year 7 Registered Office:
(2019-20) 3rd Floor, Maker Chambers IV, 222,
Directorships of other Boards as on March 31, 2020 Reliance Commercial Dealers Limited Nariman Point,
Viacom18 Media Private Limited Mumbai 400 021
Network18 Media & Investments Limited CIN: L17110MH1973PLC019786
TV18 Broadcast Limited Website: www.ril.com
E-mail: [email protected]
Tel.: +91 22 3555 5000
Fax: +91 22 2204 2268
430 Naye India Ka Naya Josh 431