Documents

Corporate Overview Management Review Governance Financial Statements
CORPORATE GOVERNANCE REPORT
our customers have benefited from Mindset, Respect, Integrity, One Team track record of uninterrupted dividend
“Between my past, the present and the future, there is high quality products delivered at and Excellence. payout, we have also delivered
one common factor: Relationship and Trust. This is the extremely competitive prices.
At RIL, we believe that as we move
consistent unmatched shareholder
returns since listing. The result of our
foundation of our growth.” The essence of Corporate Governance closer towards our aspirations of being
initiative is our ever widening reach
lies in promoting and maintaining a global corporation, our Corporate
and recall. Our shareholder base has
Shri Dhirubhai H. Ambani integrity, transparency and Governance standards must be
grown from 52,000 after the IPO to a
Founder Chairman accountability in the management’s globally benchmarked. Therefore, we
consolidated present base of around
higher echelons. The demands have institutionalised the right building
36 lakh.
of Corporate Governance require blocks for future growth. The building
professionals to raise their blocks will ensure that we achieve our For decades, RIL is growing in step
competence and capability levels to ambition in a prudent and sustainable with India’s industrial and economic
meet the expectations in managing manner. RIL not only adheres to the development. The Company has
the enterprise and its resources prescribed Corporate Governance helped transform the Indian economy
effectively with the highest standards practices as per the Listing with large projects and world-class
of ethics. It has thus become crucial Regulations, but is also committed execution. The quest to help elevate
K. Sethuraman Savithri Parekh Jyoti Jain Sridhar Ratnesh to foster and sustain a culture that to sound Corporate Governance India’s quality of life continues and
Kothandaraman Rukhariyar integrates all components of good principles and practices. It constantly is unabated. It emanates from a
governance by carefully balancing the strives to adopt emerging best fundamental article of faith: ‘What is
inter relationship among the Board practices being followed worldwide. good for India is good for Reliance’.
of Directors, Board Committees, It is our endeavour to achieve higher
We believe, Corporate Governance is
Finance, Compliance & Assurance standards and provide oversight
not just a destination, but a journey to
teams, Auditors and the Senior and guidance to the management
constantly improve sustainable value
At Reliance, Corporate Governance is a journey of ensuring inclusive growth. Management. Our employee in strategy implementation, risk
creation. It is an upward-moving target
The framework of governance encompasses accountability, fairness and satisfaction is reflected in the stability management and fulfilment of stated
that we collectively strive towards
transparency in its operations. of senior management, ability to goals and objectives.
achieving. Our multiple initiatives
attract talent across various levels
Over the years, we have strengthened towards maintaining the highest
and substantially higher productivity.
governance practices. These practices standards of governance are detailed
Above all, we feel honoured to be
define the way how business is in this Report.
integral to India’s social development.
conducted and value is generated.
Details of several such initiatives are
available in the Report on Corporate
Stakeholders’ interests are taken into Corporate Governance
account before making any business
Social Responsibility.
decision. RIL has the distinction of
Structure, Policies and
At RIL, Corporate Governance is consistently rewarding its shareholders Practices
This report is prepared in accordance This report is divided into Statement on Company’s all about maintaining a valuable for over four eventful decades from The Company has put in place an
with the provisions of the Securities following sections: Philosophy on Code of relationship and trust with all Initial Public Offer (IPO). Since then, internal multi tier governance structure
and Exchange Board of India the stakeholders. We consider RIL has moved from one big idea with defined roles and responsibilities
(Listing Obligations and Disclosure
1. Statement on Company’s Governance
Philosophy on Code stakeholders as partners in our to another and these milestones of every constituent of the system.
Requirements) Regulations, 2015 Corporate Governance encompasses success and remain committed to continue to fuel its relentless pursuit The Company’s shareholders appoint
of Governance a set of systems and practices to
(Listing Regulations) and the report maximising stakeholders’ value, be of ever-higher goals. the Board of Directors, which in turn
contains the details of Corporate 2. Corporate Governance Structure, ensure that the Company’s affairs it Customers, Local Communities, govern the Company. The Board has
Governance systems and processes Policies and Practices are managed in a manner which On Standalone basis, we have
Employees, Suppliers & Distributors, established various Committees to
at Reliance Industries Limited (“RIL” or ensures accountability, transparency grown by a Compounded Annual
3. Board of Directors Trade Unions, NGOs, Investors & discharge its responsibilities in an
“the Company”). and fairness in all transactions in the Growth Rate (CAGR) of Revenues
Shareholders and Government & effective manner. The Chairman and
4. Board Committees widest sense. The objective is to meet 22.2%, Earnings Before Interest,
Regulatory Authorities. This approach Managing Director (CMD) provides
stakeholders’ aspirations and societal Tax, Depreciation and Amortisation
5. Framework for monitoring to value creation emanates from overall direction and guidance to
expectations. Good governance (EBITDA) before exceptional
Subsidiary Companies RIL’s belief that sound governance the Board. In the operations and
practices stem from the dynamic items 22.9% and Net Profit before
system, based on relationship and functioning of the Company, the CMD
6. General Body Meetings culture and positive mindset of the exceptional items 23.8%. The
trust, is integral to creating enduring is assisted by Executive Directors and
organisation. We are committed financial markets have endorsed our
7. Means of Communication value for all. We have a defined a core group of senior level executives.
to meet the aspirations of all our sterling performance and the market
policy framework for ethical conduct
8. General Shareholder Information stakeholders. This is demonstrated capitalisation has increased by CAGR
of businesses. We believe that any
in shareholder returns, high credit of 30.5% during the same period. In
9. Other Disclosures business conduct can be ethical only
ratings, awards and recognitions, terms of distributing wealth to our
when it rests on the six core values
governance processes and an shareholders, apart from having a
viz. Customer Value, Ownership
entrepreneurial performance focussed
work environment. Additionally,
228 Reliance Industries Limited Integrated Annual Report 2022-23 229

Some of these codes and policies are: • Foreign Exchange and may also report violations to the
RIL Governance Structure Interest Rate Derivatives Risk Chairman of the Audit Committee
• Values and Behaviors Management Policy and there was no instance of denial of
access to the Audit Committee.
Shareholders
• Code of Conduct and Our Code • Investment Governance Policy
The Vigil Mechanism and Whistle
• Code of Conduct for Prohibition of • Data Privacy Policy
blower Policy is available on the
Insider Trading
• Group Information Security Policy website of the Company.
Board of Directors • Code of Practices and Procedures
• Intellectual Property Policy
for Fair Disclosure of Unpublished Anti-Bribery & Anti-
Price Sensitive Information • Anti-Bribery & Anti- Corruption Policy
Corruption Policy
Audit Human Risk Corporate Stakeholders’ Environmental, Finance
• Business Partner Code of Conduct The Company is committed in
Committee Resources, Management Social Relationship Social and Committee • Health, Safety and
• Anti-Money Laundering Procedure doing business with integrity and
Nomination and Committee Responsibility Committee Governance
transparency and has a zero-tolerance
Environment Policy
Remuneration and Governance Committee Code of Conduct approach to non-compliance with
Committee Committee • Vigil Mechanism and Whistle- The Company has in place a the anti-bribery policy. The Company
blower Policy comprehensive Code of Conduct and prohibits bribery, corruption and any
form of improper payments / dealings
Ethics & • Prevention of Sexual Harassment of Our Code (the Codes) applicable to
in the conduct of business operations.
Compliance Women at Workplace Policy the Directors and employees. The
Task Force Codes give guidance and support Training / awareness programs are
• Corporate Social needed for ethical conduct of business conducted on periodical basis to
Responsibility Policy and compliance of law. The Codes sensitise employees.
Role and responsibilities of effective communication among the Board in the conduct of affairs of the • Policy for selection of reflect the core values of the Company The Anti-Bribery & Anti-Corruption
constituents of Governance Directors. The Human Resources, Company, to ensure compliance with Directors and determining viz. Customer Value, Ownership Policy is available on the website of
Nomination and Remuneration applicable statutory requirements, Directors’ independence Mindset, Respect, Integrity, One Team the Company.
Structure
Committee reviews succession to provide guidance to Directors and and Excellence.
Board of Directors: The Board of planning of the Board and Senior to facilitate convening of meetings.
• Remuneration Policy for Directors,
Prevention of Sexual
Directors is the apex body constituted Key Managerial Personnel and The Codes are available on the
Management. Based on the manner The Company Secretary assists the website of the Company. The Codes Harassment of Women at
by shareholders for overseeing the other employees
of performance evaluation laid by Chairman in management of the have been circulated to the Directors Workplace
Company’s overall functioning. The
Board provides strategic direction
the Human Resources, Nomination Board’s administrative activities such • Dividend Distribution Policy and Senior Management Personnel In accordance with the requirements
and Remuneration Committee, a as meetings schedules, agenda,
and leadership and oversees the consolidated report is provided to communications and documentation.
• Policy for determining and its compliance is affirmed by of the Sexual Harassment of
management policies and their Material Subsidiaries them annually. Women at Workplace (Prevention,
the Chairman to facilitate individual The Company Secretary interfaces
effectiveness looking at long-term Prohibition & Redressal) Act, 2013
interests of shareholders and other
feedback and advice to the Directors. between the management and • Policy on Subsidiary Governance A declaration on confirmation of
(“POSH Act”) along with the Rules
regulatory authorities for governance compliance of the Code of Conduct,
stakeholders. The Board, inter Board Committees: The Board
matters. The Company’s internal
• Policy on Materiality of Related signed by the Company’s Chairman made thereunder, the Company has
alia, reviews and guides corporate has delegated its functioning in Party Transactions and on dealing and Managing Director is published in in place a policy which mandates
guidelines for Board and Committee
strategy, major plans of action, risk relevant areas to designated Board with Related Party Transactions this Report. no tolerance against any conduct
meetings facilitate decision-making
policy, annual budgets, acquisitions Committees to effectively deal with amounting to sexual harassment of
and divestments. It also monitors complex or specialised issues. For
process at its meetings in an informed • Policy for Performance Evaluation
women at workplace. The Company
and efficient manner. of Independent Directors, Vigil Mechanism and Whistle-
implementation and effectiveness of further details, see the section titled has constituted Internal Complaints
“Board Committees” in this report.
Board, Committees and other blower Policy
governance structures. For further Committee(s) (“ICCs”) to redress and
Ethics / Governance Policies individual Directors The Company promotes safe, ethical
details, see the section titled “Board of Company Secretary: The Company resolve any complaints arising under
Directors” in this report. Secretary plays a key role in ensuring
At RIL, we strive to conduct our • Policy on determination and and compliant conduct of all its the POSH Act. Training / awareness
business and strengthen our disclosure of Materiality of business activities and has put in programs are conducted throughout
The Chairman is responsible for that the Board (including committees relationships in a manner that is place a mechanism for reporting
Events and Information and Web the year to create sensitivity towards
fostering and promoting the integrity thereof) procedures are followed and dignified, distinctive and responsible. illegal or unethical behaviour. The
Archival Policy ensuring respectable workplace.
of the Board while nurturing a culture regularly reviewed. The Company We adhere to ethical standards Company has a Vigil Mechanism and
where the Board works harmoniously Secretary ensures that all relevant to ensure integrity, transparency, • Policy for Preservation Whistle-blower policy under which the
for the long-term benefit of the information, details and documents of Documents Risk Management, Internal
independence and accountability employees are encouraged to report
Company and all its stakeholders. The are made available to the Directors Controls and Compliance
Board and it’s Committees provide and Senior Management for effective
in dealing with all the stakeholders. • Group Risk Management Policy violations of applicable laws and
The Company has put in place the
Therefore, we have adopted various regulations and the Code of Conduct
effective governance to the Company. decision-making at the meetings. codes and policies to carry out our • Materiality Policy for – without fear of any retaliation. The “Reliance Management System”
The Chairman takes a lead role in The Company Secretary is primarily duties in an ethical manner. Commodity Exposure reportable matters may be disclosed (“RMS”) as a part of its transformation
managing the Board and facilitating responsible to assist and advise the agenda. RMS incorporates an
• Commodity and Freight Risk to the Ethics & Compliance Task Force
integrated framework for managing
Management Policy which operates under the supervision
of the Audit Committee. Employees risks and internal controls. The

internal financial controls have been Corporate Governance of the Big4 accounting firms / meetings of the Board and its Committees. These guidelines seek to systematise the decision-making process at the
documented, embedded and digitised Practices Independent accounting firms for meetings of the Board and Committees in an informed and efficient manner.
in the business processes. Internal arm’s length consideration and
RIL strives for highest Corporate
controls are regularly tested for compared with the benchmarks Board Composition and category of Directors
design, implementation and operating Governance standards and available for similar type of
practices. It, therefore, endeavours The Company’s policy is to maintain an optimum combination of Executive and Non-Executive Directors.
effectiveness. RMS is enabled transactions and the said analysis is
through extensive use of technology to continuously improve and adopt presented to the Audit Committee.
the best of international Corporate Composition Analysis
to support the risk management
Governance codes and practices.
processes, ensure the ongoing RIL’s Integrated Reporting Independence Diversity (Gender) Diversity (Nationality)
effectiveness of internal controls in Some of the implemented global Category % Category % Category %
governance norms and best practices RIL published its maiden Integrated
processes, compliance with applicable Annual Report in the FY 2016-
laws and regulations. include the following: Independent Directors 53.85 Women 15.38 Indian 76.92
17 aligned with the International
Non-Independent 46.15 Men 84.62 Foreign 23.08
The Compliance Function ensures • All securities related filings with Integrated Reporting Council’s (IIRC)
Directors
compliance activities related to the Stock Exchanges are reviewed <IR> framework. The concept of the
Financial, Operating and People every quarter by the Stakeholders’ six capitals of business as suggested
Management Systems of the various by the <IR> framework has been Core skills / expertise / competencies available with the Board
Relationship Committee.
group entities. This includes various ingrained into the Company’s The Board comprises qualified and experienced members who possess required skills, expertise and competencies that
statutes such as industrial and • The Company has independent management philosophy and has allow them to make effective contributions to the Board and its Committees.
labour laws, taxation laws, corporate Board Committees covering become an important enabler for RIL’s
matters related to Risk The following skills / expertise / competencies have been identified for the effective functioning of the Company and are
and securities laws, health, safety value creation story. RIL’s Integrated
Management, Environmental, currently available with the Board:
and environmental laws, etc. All Reporting is covered in Management
compliance activities are supported Social and Governance, Corporate Discussion and Analysis Report.
by a robust online compliance Social Responsibility, Business • Leadership / Operational experience
monitoring system (iRCMS) to Responsibility and Sustainable Shareholders’ • Strategic Planning

Reporting, Internal Audit, Financial
ensure ongoing compliances. The Communications • Industry Experience, Research & Development and Innovation
ongoing effectiveness of compliance Management, Stakeholders’
The Board recognises the importance
management activities is reviewed Relationship, Directors’
of two-way communication with
• Global Business
independently by the Group Remuneration and the nomination
Audit Function. of Board members. shareholders, giving a balanced report • Financial, Regulatory / Legal & Risk Management
of results & progress and responding
The combination of independent • The Company also has several to questions & issues raised.
• Corporate Governance
governance, assurance and oversight other Executive Committees Shareholders seeking information
of senior management who While all the Board members possess the skills identified, their area of core expertise is given in their respective
structures, combined with automated related to their shareholding may
review the ongoing effectiveness profiles below.
risk management, controls and contact the Company directly or
compliance monitoring, ensures of operational and financial through the Company’s Registrar and
robustness and integrity of financial risk mitigation measures and Transfer Agent, details of which are Brief Profile of Directors
reporting, management of internal governance practices. available on the Company’s website. Brief profile of Directors of the Company including their category, shareholding in the Company, number of other
controls and ensures compliance with • The Group has an independent RIL ensures that complaints of its Directorships including name of listed entities where he / she is a director alongwith the category of their directorships,
statutory laws, regulations as well Internal Audit Function that shareholders are responded promptly. committee positions held by them in other companies as a Member or Chairperson, area of expertise and other details are
as policies of the Company. These provides risk-based assurance A comprehensive and informative given below:
provide the foundations that enable across all material areas of Group shareholders’ referencer is available on
optimal use and protection of assets, Risk and Compliance exposures. the website of the Company.
Appointed Areas of expertise
facilitate the accurate and timely
compilation of financial statements • The Company undergoes quarterly
Board of Directors
April 1, 1977
• Leadership / Operational experience
and management reports. secretarial compliance certification Shareholding* • Strategic Planning
from an independent Company At RIL, it is our belief that an 80,52,020 equity shares • Industry Experience, Research &
Secretary who is in whole- enlightened Board consciously creates Development and Innovation
Audits and Internal Checks a culture of leadership to provide a Other Directorship(s)*#
• Global Business
time practice. Mukesh D. Ambani** 2
and Balances long-term vision and policy approach • Financial, Regulatory / Legal &
The Statutory Auditors and the • The Company has appointed an to improve the quality of governance.
Chairman and Managing Director Directorship in other listed company(ies) Risk Management
independent firm of Chartered (DIN: 00001695) and category of directorship* • Corporate Governance
Group Internal Audit Function The Board’s actions and decisions
Accountants to conduct concurrent Citizen of India Nil
perform independent reviews of the are aligned with the Company’s best
ongoing effectiveness of the Reliance audit of share registry and other interests. The Board is committed Committee membership(s) /
Management System which integrates incidental functions carried out by to the goal of sustainably elevating chairmanship(s) in other company(ies) *^
various components of the systems of Registrar and Transfer Agent. the Company’s value creation. The Nil
internal control. • Related party transactions are Company has defined guidelines and
independently reviewed by one an established framework for the

Appointed Areas of expertise Appointed Areas of expertise

June 18, 2014 October 17, 2018
• Leadership / Operational experience • Leadership / Operational experience
Shareholding * • Strategic Planning Shareholding * • Strategic Planning
Nil • Industry Experience, Research & 91 equity shares • Global Business
Development and Innovation • Financial, Regulatory / Legal &
Other Directorship(s) *# Other Directorship(s) *#
Adil Zainulbhai • Global Business Arundhati Bhattacharya Risk Management
9 2
• Financial, Regulatory / Legal & • Corporate Governance
Independent Director Independent Director
Directorship in other listed company(ies) Risk Management Directorship in other listed company(ies)
(DIN: 06646490) (DIN: 02011213)
and category of directorship * • Corporate Governance and category of directorship *
Citizen of USA Cipla Limited – Independent Director Citizen of India Nil
Network18 Media & Investments Limited – Committee membership(s) /
Independent Director chairmanship(s) in other company(ies) *^
Nil
TV18 Broadcast Limited – Independent
Director
Larsen and Toubro Limited – Independent
July 19, 2021
Director • Leadership / Operational experience
Shareholding * • Strategic Planning
Committee membership(s) /
Nil • Industry Experience, Research &
chairmanship(s) in other company(ies) *^
Development and Innovation
7 – (including 5 as Chairman) Other Directorship(s) *#
His Excellency Yasir • Global Business
Nil
Othman H. Al Rumayyan • Corporate Governance
Appointed Areas of expertise Directorship in other listed company(ies)
Independent Director
June 12, 2015 and category of directorship *
• Leadership / Operational experience (DIN: 09245977)
Nil
Citizen of Saudi Arabia
12,899 equity shares • Industry Experience, Research & Committee membership(s) /
Development and Innovation chairmanship(s) in other company(ies) *^
Other Directorship(s) *#
Raminder Singh Gujral • Financial, Regulatory / Legal & Nil

3
Risk Management
Directorship in other listed company(ies) • Corporate Governance
(DIN: 07175393) Appointed Areas of expertise
and category of directorship *
October 18, 2019
Citizen of India Adani Green Energy Limited – Independent • Leadership / Operational experience
Director Shareholding * • Strategic Planning
Nil • Financial, Regulatory / Legal &
Risk Management
chairmanship(s) in other company(ies) *^ Other Directorship(s) *#
K. V. Chowdary • Corporate Governance
2 – (as Chairman) 6
Directorship in other listed company(ies)
(w.e.f. July 21, 2022)
Appointed Areas of expertise and category of directorship *
(DIN: 08485334)
July 21, 2017 CCL Products (India) Limited – Independent
Citizen of India Director
14,400 equity shares • Global Business Divi’s Laboratories Limited – Independent
• Financial, Regulatory / Legal & Director
Dr. Shumeet Banerji Risk Management
3 Tata Motors Limited – Independent Director
• Corporate Governance
Directorship in other listed company(ies) Committee membership(s) /
(DIN: 02787784)
and category of directorship * chairmanship(s) in other company(ies) *^
Citizen of USA Nil 5 – (including 1 as Chairman)
Nil

Appointed Areas of expertise Appointed Areas of expertise

January 20, 2023 August 21, 2009
• Leadership / Operational experience • Leadership / Operational experience
Shareholding * • Strategic Planning Shareholding * • Strategic Planning
4,849 equity shares • Global Business 6,40,000 equity shares • Industry Experience, Research &
• Financial, Regulatory / Legal & Development and Innovation
Other Directorship(s) *# Other Directorship(s) *#
K. V. Kamath Risk Management P.M.S. Prasad • Global Business
1 5
• Corporate Governance • Financial, Regulatory / Legal &
Independent Director Executive Director
Directorship in other listed company(ies) Directorship in other listed company(ies) Risk Management
(DIN: 00043501) (DIN: 00012144)
and category of directorship * and category of directorship * • Corporate Governance
Citizen of India Nil Citizen of India Network18 Media & Investments Limited –
Non-Executive Director
chairmanship(s) in other company(ies) *^ TV18 Broadcast Limited – Non-Executive
Nil Director
Appointed Areas of expertise chairmanship(s) in other company(ies) *^
June 18, 2014 4
80,52,021 equity shares • Corporate Governance Appointed Areas of expertise
May 16, 2010
Nita M. Ambani** 2 Shareholding * • Industry Experience, Research &
Non-Executive Director 56,533 equity shares Development and Innovation
(DIN: 03115198) • Financial, Regulatory / Legal &
and category of directorship * Other Directorship(s) *#
Pawan Kumar Kapil ## Risk Management
Citizen of India EIH Limited – Non-Executive Director 1
Executive Director
Committee membership(s) / Directorship in other listed company(ies)
(DIN: 02460200)
chairmanship(s) in other company(ies) *^ and category of directorship *
Nil Citizen of India Nil
Appointed Areas of expertise chairmanship(s) in other company(ies) *^
June 26, 1986 Nil
Shareholding * • Strategic Planning * as on March 31, 2023
35,80,529 equity shares • Industry Experience, Research & ** Promoter Director
Development and Innovation #
excluding Directorship(s) in foreign companies and Section 8 companies under the Companies Act, 2013.
Nikhil R. Meswani • Global Business ^ In accordance with Regulation 26 of the Listing Regulations.
1
• Financial, Regulatory / Legal & ##
completed his 5-year term as a whole-time director of the Company, on May 15, 2023. Upon completion of his term, he also ceased to be a Director
Executive Director Risk Management of the Company.
(DIN: 00001620) • Corporate Governance
and category of directorship * Notes:
Citizen of India Nil a) Smt. Nita M. Ambani is the spouse of Shri Mukesh D. Ambani.
b) Shri Nikhil R. Meswani and Shri Hital R. Meswani are brothers and not related to Promoter Director.
Committee membership(s) / c) None of the other Directors are related to any other Director on the Board.
1 – (as Chairman) The detailed profile of the Directors is available on the website of the Company.
The number of Directorship(s) and Committee Membership(s) / Chairmanship(s) of all Directors is / are within the respective limits prescribed under the
Companies Act, 2013 and the Listing Regulations.
August 04, 1995
• Leadership / Operational experience Board Independence Jain and Dr. Raghunath A. Mashelkar independent director of the Company
Shareholding * • Strategic Planning to the growth and governance of the with effect from the close of business
34,38,688 equity shares • Industry Experience, Research & Prof. Dipak C. Jain and Dr. Raghunath
Company during their tenure as the hours on July 20, 2022. The Board of
Development and Innovation A. Mashelkar joined the Board of
Other Directorship(s) *# Directors of the Company. Directors subsequently approved the
Hital R. Meswani • Global Business the Company in 2005 and 2007,
4 appointment of Shri K. V. Chowdary as
• Financial, Regulatory / Legal & respectively. The Board has benefitted Further, the Human Resources,
Executive Director an Additional Director, designated as an
Directorship in other listed company(ies) Risk Management from their sage counsel. Prof. Dipak C. Nomination and Remuneration
(DIN: 00001623)
and category of directorship * • Corporate Governance Independent Director of the Company,
Jain and Dr. Raghunath A. Mashelkar Committee, at its meeting held
Citizen of India Nil with effect from July 21, 2022 and at
ceased to be Directors of the on July 15, 2022, considered and
Committee membership(s) / the annual general meeting of the
Company upon completion of their recommended the appointment
chairmanship(s) in other company(ies) *^ Company held on August 29, 2022, the
term on July 20, 2022. The Board of Shri K. V. Chowdary as an
1 – (as Chairman) shareholders approved his appointment
places on record its deepest gratitude Independent Director of the Company.
as an Independent Director of the
and appreciation towards valuable Upon such recommendation, Shri
Company for a period of 5 years upto
contribution made by Prof. Dipak C. K. V. Chowdary resigned as a non-
July 20, 2027.
The Board of Directors based objective independent judgement and various committees of other companies Board familiarisation and The Company’s remuneration policy is directed towards rewarding performance,
on the recommendation of the without any external influence. held by such persons, in accordance induction program based on review of achievements. The remuneration policy is in consonance
Human Resources, Nomination with the Company’s Policy for Selection with existing industry practice.
In the opinion of the Board, the The Board members are provided with
and Remuneration Committee, of Directors and determining Directors’
Independent Directors fulfill the necessary documents / brochures,
recommended appointment of Shri K. independence and recommends to the Remuneration of the Executive Directors for the financial year 2022-23
conditions specified in the Listing reports and internal policies to
V. Kamath as an Independent Director Board their appointment.
Regulations and are independent of enable them to familiarise with the (C in crore)
of the Company for a term of 5 (five)
the management. Company’s procedures and practices. Salary & Retiral Commission Stock
consecutive years and the shareholders Meeting of Independent Name of the Director
allowances
Perquisites
benefits payable
Total
Options
of the Company approved his Periodic presentations are made at
appointment on December 30, 2022. Selection and Appointment Directors the Board and Committee meetings Mukesh D. Ambani Nil
The tenure of Shri K.V. Kamath as an of Independent Directors The Company’s Independent Directors on business and performance updates Nikhil R. Meswani 7.06 0.22 0.44 17.28 25.00 -
Independent Director of the Company met 3 (Three) times in the FY 2022-23. of the Company including finance,
Considering the requirement of skill
is up to January 19, 2028. Such meetings were conducted to enable sales, marketing of the Company’s
Hital R. Meswani 7.05 0.23 0.44 17.28 25.00 -
sets on the Board, eminent persons
the Independent Directors to discuss major business segments, practices P. M. S. Prasad 13.05* 0.01 0.44 - 13.50 -
Every Independent Director, at the having an independent standing in
matters pertaining to the Company’s relating to human resources,
first meeting of the Board in which their respective field / profession Pawan Kumar Kapil** 4.22* 0.02 0.16 - 4.40 #
-
affairs and put forth their views. overview of business operations of
he / she participates as a Director and who can effectively contribute *includes performance linked incentives for the FY 2021-22 paid in FY 2022-23.
and thereafter at the first meeting to the Company’s business and major subsidiaries, global business **completed his 5-year term as a whole-time director of the Company, on May 15, 2023. Upon
of the Board in every financial year, policy decisions are considered by Board Meetings and environment, business strategy and completion of his term, he also ceased to be a Director of the Company.
#
does not include rent free accommodation provided by the Company.
gives a declaration that he / she the Human Resources, Nomination Attendance risks involved.
meets the criteria of independence as and Remuneration Committee, for Number of Board meetings Monthly / quarterly updates on The tenure of office of the Managing Director and Whole-time Directors is for 5
provided under the law and that he / appointment, as an Independent (five) years from their respective date of appointment and can be terminated by
and attendance of Directors relevant statutory, regulatory
she is not aware of any circumstance Director on the Board. The Human changes and landmark judicial either party by giving three months’ notice in writing. They are also eligible for
Resources, Nomination and During the FY 2022-23, 6 (Six) re-appointment. There is no separate provision for payment of severance fees.
or situation, which exist or may be pronouncements encompassing
Remuneration Committee, inter Board meetings were held as
reasonably anticipated, that could important laws are regularly
alia, considers qualification, positive against the statutory requirement of
impair or impact his / her ability to
four meetings. circulated to the Directors. Visits to Remuneration of the Non-Executive Directors for the
discharge his / her duties with an attributes, area of expertise and number
of directorship(s) and membership(s) in
various plants and other locations Financial Year 2022-23
are generally organised for the
(C in crore)
Independent Directors to enable them
The details of Board meetings and attendance of Directors at these meetings and at last Annual General Meeting (AGM) to understand and get acquainted Name of the Director Sitting Fee Commission Total
are given below: with the operations of the Company.

Prof. Dipak C. Jain* 0.01 0.61 0.62
Details of such familiarisation Dr. Raghunath A. Mashelkar* 0.11 0.61 0.72
Last AGM held Board Meetings held on programmes for the Independent Adil Zainulbhai 0.32 2.00 2.32
% Attendance
Name of the Director on August 29, October 21, November 04, January 20, March 24, of Director Directors are available on the website
2022 May 06, 2022 July 22, 2022 Raminder Singh Gujral 0.28 2.00 2.28
2022 2022 2023 2023 of the Company.
Dr. Shumeet Banerji 0.21 2.00 2.21
Mukesh D. Ambani Yes Yes Yes Yes Yes Yes Yes 100%
Succession Planning Arundhati Bhattacharya 0.17 2.00 2.17
Prof. Dipak C. Jain* NA Yes NA NA NA NA NA 100%
His Excellency Yasir Othman H. Al Rumayyan 0.04 2.00 2.04
Dr. Raghunath A. NA Yes NA NA NA NA NA 100% The Company believes that sound
Mashelkar* succession plan for the senior K. V. Chowdary 0.38 2.00 2.38
Adil Zainulbhai Yes Yes Yes Yes Yes Yes Yes 100% leadership is very important for K. V. Kamath** 0.03 0.39 0.42
Raminder Singh Gujral Yes Yes Yes Yes Yes Yes Yes 100% creating a robust future for the Nita M. Ambani 0.06 2.00 2.06
Dr. Shumeet Banerji Yes Yes Yes Yes Yes Yes Yes 100% Company. The Human Resources, Total 1.61 15.61 17.22
Arundhati Bhattacharya Yes Yes Yes Yes Yes Yes Yes 100% Nomination and Remuneration * ceased to be a director upon completion of term on July 20, 2022.
His Excellency Yasir Othman Yes Yes Yes Yes No No Yes 66.67% Committee works along with the ** assumed office as an Independent Director w.e.f. January 20, 2023.
H. Al Rumayyan Human Resource team of the
K. V. Chowdary Yes Yes Yes Yes Yes Yes Yes 100% Company for a structured leadership During the year, there were no other pecuniary relationships or transactions of
K. V. Kamath** NA NA NA NA NA Yes Yes 100% succession plan. Non-Executive Directors with the Company. The Company has not granted any
Nita M. Ambani Yes Yes Yes Yes Yes Yes Yes 100% stock options to its Non-Executive Directors.
Nikhil R. Meswani Yes Yes Yes Yes Yes Yes Yes 100% Board Compensation
Hital R. Meswani Yes Yes Yes Yes Yes Yes Yes 100% The Company’s Remuneration
P. M. S. Prasad Yes Yes Yes Yes Yes Yes Yes 100% Policy for Directors, Key Managerial
Pawan Kumar Kapil## Yes Yes No Yes Yes Yes Yes 83.33% Personnel and other employees
% Attendance at meeting 100% 100% 91.67% 100% 91.67% 92.31% 100% is available on the website of
* ceased to be a director upon completion of term on July 20, 2022.
the Company.
** assumed office as an Independent Director w.e.f. January 20, 2023.
##
completed his 5-year term as a whole-time director of the Company, on May 15, 2023. Upon completion of his term, he also ceased to be a Director
of the Company.

Directors and Officers Insurance all the Committees constituted by • Approval of payment to statutory Attended by %
Brief terms of reference
In line with the requirements of the Board. auditors, including cost auditors, Date of the Meeting Attendance Terms of Reference of the Committee
Raminder Adil K. V.
Regulation 25(10) of the Listing for any other services rendered Singh Gujral Zainulbhai Chowdary at Meeting
inter alia include the following:
Regulations, the Company has in Procedure at Committee by them.
place a Directors and Officers Liability Meetings • Review with the management,
April 20, 2022 Yes Yes Yes 100% • Formulate the criteria for
Insurance policy. May 06, 2022 Yes Yes Yes 100% determining qualifications, positive
The Company’s guidelines relating the quarterly financial statements
attributes and independence of
to the Board meetings are applicable before submission to the Board July 14, 2022 Yes Yes Yes 100%
a Director and recommend to
Performance Evaluation to the Committee meetings. The for approval. July 22, 2022 Yes Yes Yes 100% the Board a policy, relating to the
criteria for Directors composition and terms of reference of
• Review with the management, the August 22, 2022 Yes Yes Yes 100% remuneration of the Directors,
The Human Resources, Nomination all the Committees are in compliance
statement of uses / application October 15, 2022 Yes Yes Yes 100%
Key Managerial Personnel and
and Remuneration Committee with the Companies Act, 2013 and
of funds. other employees.
has devised the criteria for the Listing Regulations, as applicable. October 21, 2022 Yes Yes Yes 100%
evaluation of the performance Each Committee has the authority to • Review and monitor the auditor’s
November 15, 2022 Yes Yes Yes 100%
• Formulate the criteria for evaluation
of the Directors including the engage outside experts, advisors and independence, performance and of performance of the Independent
counsels to the extent it considers effectiveness of audit process. January 11, 2023 Yes Yes Yes 100% Directors and the Board
Independent Directors. The said
appropriate to assist in its functioning. January 20, 2023 Yes Yes Yes 100% of Directors.
criteria specify certain parameters
Minutes of the proceedings of
• Approval or any subsequent
like attendance, acquaintance with
Committee meetings are circulated to
modification of transactions with February 08, 2023 Yes Yes Yes 100% • Devise a policy on Board Diversity.
business, communication inter se related parties of the Company. March 24, 2023 Yes Yes Yes 100%
between board members, effective the respective Committee members • Identify persons who are qualified
participation, domain knowledge, and are also placed before the Board • Review the findings of any internal % Attendance of member 100% 100% 100% to become Directors and who may
compliance with code of conduct, for its noting. investigations by the internal be appointed in senior management
auditors into matters where there is The representatives of Statutory Auditors are permanent invitees to the in accordance with the criteria laid
vision and strategy, benchmarks Audit Committee meetings held quarterly, to approve financial results. The
established by global peers etc., which Audit Committee suspected fraud or irregularity or a
representatives of Statutory Auditors, Executives from Accounts department,
down and to recommend to the
is in compliance with applicable laws, failure of internal control systems of Board their appointment and /
Composition a material nature and reporting the Finance department, Corporate Secretarial department and Internal Audit or removal.
regulations and guidelines. department attend the Audit Committee meetings.
Sr. matter to the Board.
No.
Name of the Director Designation
The Lead Cost Auditor attends the Audit Committee meeting where cost audit
• Specify the manner for effective
Board Committees • Review the functioning of the
report is discussed.
evaluation of performance of
1 Raminder Singh Gujral Chairman whistle-blower mechanism / Board, its Committees and
The Board has constituted seven main
Committees, viz. Audit Committee, 2 Adil Zainulbhai Member oversee the vigil mechanism. The Chairman of the Committee was present at the last Annual General Individual Directors to be carried
Meeting held on August 29, 2022. out either by the Board, by the
Human Resources, Nomination 3 K. V. Chowdary Member • Review financial statements, in
Human Resources, Nomination
and Remuneration Committee, particular the investments made by The Internal Audit Department of the Company, co-sourced with professional
Stakeholders’ Relationship Committee, Dr. Raghunath A. Mashelkar ceased and Remuneration Committee or
the Company’s unlisted subsidiaries. firms of Chartered Accountants, reports directly to the Audit Committee.
Corporate Social Responsibility to be a Director of the Company by an independent external agency
and Governance Committee, upon completion of his term on July and review its implementation
The detailed terms of reference of the Human Resources, Nomination and Remuneration
Risk Management Committee, 20, 2022, and consequently, ceased and compliance.
Committee is available on the website
Environmental, Social and Governance to be member of the Committee. He of the Company. Committee • Recommend to the Board, all
Committee and Finance Committee had attended all the meetings of the Composition remuneration, in whatever form,
and is authorised to constitute other Committee held up to July 20, 2022. Meeting and Attendance payable to senior management.
Sr.
functional Committees, from time All the members of the Audit Committee Name of the Director Designation
to time, depending on business possess requisite qualifications.
12 (Twelve) meetings of the No.
• Review Human Resource policies
Committee were held during the year, and overall human resources of
needs. The recommendations of 1 Adil Zainulbhai Chairman
as against the statutory requirement the Company.
the Committees are submitted to Brief terms of reference of four meetings. The details of the 2 Raminder Singh Gujral Member
the Board for approval. During the meetings and attendance of members
Terms of Reference of the Committee, 3 Dr. Shumeet Banerji Member The detailed terms of reference of the
year, all the recommendations of of the Committee at these meetings
inter alia, include the following: 4 K. V. Chowdary Member Committee is available on the website
the Committees were accepted by are given below: of the Company.
the Board. • Recommend appointment, Dr. Raghunath A. Mashelkar ceased to be a Director of the Company upon
Smt. Savithri Parekh, Company remuneration and terms of completion of his term on July 20, 2022 and consequently, ceased to be a
Secretary and Compliance Officer appointment of auditors including member of the Committee. He had attended all the meetings of the Committee
of the Company, is the Secretary to cost auditors. held up to July 20, 2022.

Meeting and Attendance Meeting and Attendance

7 (Seven) meetings of the Committee were held during the year as against statutory requirement of one meeting. The 4 (Four) meetings of the Committee were held during the year as against statutory requirement of two meetings. The
details of the meetings and attendance of members of the Committee at these meetings are given below: details of the meetings and attendance of members of the Committee at these meetings are given below:
Attended by Attended by
% Attendance % Attendance
Date of the Meeting Raminder Dr. Shumeet Date of Meeting Dr. Shumeet Hital R. Srikanth
Adil Zainulbhai K. V. Chowdary at Meeting Adil Zainulbhai K. V. Chowdary P. M. S. Prasad Alok Agarwal at Meeting
Singh Gujral Banerji Banerji Meswani Venkatachari
May 04, 2022 Yes Yes No Yes 75% April 27, 2022 Yes Yes Yes Yes Yes Yes No 85.71%
June 02, 2022 Yes Yes Yes Yes 100% August 17, 2022 Yes Yes Yes Yes Yes Yes Yes 100%
July 15, 2022 Yes Yes Yes Yes 100% December 06, 2022 Yes Yes Yes Yes Yes No Yes 85.71%
October 19, 2022 Yes Yes Yes Yes 100% February 16, 2023 Yes Yes Yes Yes Yes No Yes 85.71%
October 30, 2022 Yes Yes Yes Yes 100% % Attendance of 100% 100% 100% 100% 100% 50% 75%
member
February 17, 2023 Yes Yes Yes Yes 100%
March 24, 2023 Yes Yes Yes Yes 100%
Corporate Social Responsibility and Governance Committee
% Attendance of member 100% 100% 85.71% 100%
Composition
The Chairman of the Committee was present at the last Annual General Meeting held on August 29, 2022.
Sr. No. Name of the Director Designation
Risk Management Committee 1 Dr. Shumeet Banerji Chairman

Composition 2 K. V. Chowdary Member
Sr. No. Name of the Member Designation 3 Nikhil R. Meswani Member
1 Adil Zainulbhai Chairman Dr. Raghunath A. Mashelkar ceased to be a Director of the Company upon completion of his term on July 20, 2022, and
consequently, ceased to be chairman and member of the Committee. He had attended all the meetings of the Committee
2 Dr. Shumeet Banerji Member
held up to July 20, 2022. Dr. Shumeet Banerji has been appointed as Chairman of the Committee w.e.f. July 21, 2022.
3 K. V. Chowdary Member
4 Hital R. Meswani Member Brief terms of reference
5 P. M. S. Prasad Member Terms of Reference of the Committee inter alia include the following:
6 Alok Agarwal Member
• Formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating the activities to be
7 Srikanth Venkatachari Member undertaken by the Company as specified in Schedule VII to the Companies Act, 2013.

• Recommend the amount of expenditure to be incurred on the CSR activities.
Terms of Reference of the Committee inter alia include the following: • Monitor the CSR activities undertaken by the Company.
• Frame Risk Management Plan and Policy. The detailed terms of reference of the Committee is available on the website of the Company.
• Oversee implementation / Monitoring of Risk Management Plan and Policy.

Meeting and Attendance
• Periodically review and evaluate the Risk Management Policy and Practices with respect to risk assessment and risk 4 (Four) meetings of the Committee were held during the year. The details of the meetings and attendance of members
management processes. of the Committee at these meetings are given below:
• Review of cyber security and related risks.
% Attendance
Date of the Meeting Dr. Shumeet Nikhil R.
The detailed terms of reference of the Committee is available on the website of the Company. K. V. Chowdary* at Meeting
Banerji Meswani
April 21, 2022 Yes Yes - 100%

July 20, 2022 Yes Yes - 100%
October 13, 2022 Yes Yes Yes 100%
February 07, 2023 Yes Yes Yes 100%
% Attendance of member 100% 100% 100%
* Appointed as member of the Committee w.e.f. July 21, 2022.

Stakeholders’ Relationship Committee Type of Complaints

No. of Dr. Raghunath A. Mashelkar ceased to be a Director of the Company upon Brief terms of reference
Complaints completion of his term on July 20, 2022, and consequently, ceased to be Terms of Reference of the Committee
Composition member of the Committee. He had attended all the meetings of the Committee
Non-Receipt of Annual Reports 139 inter alia include the following:
Sr. No. Name of the Director Designation held up to July 20, 2022.
Non-Receipt of Dividend 197
1 K. V. Chowdary Chairman Non-Receipt of Interest / 3
• Review the Company’s financial
Redemption payments policies, risk assessment and
2 Arundhati Bhattacharya Member Terms of Reference of the Committee inter alia include the following: minimisation procedures, strategies
Transfer of securities 857
3 Nikhil R. Meswani Member Rights Issue related 29 and capital structure, working
• Recommend and assist the Board in setting up and improving the ESG goals,
capital and cash flow management,
4 Hital R. Meswani Member Total 1,225 targets and ambitions for the Group.
and make such reports and
As on March 31, 2023, no complaints
Brief terms of reference were outstanding.
• Review existing code of conduct, ESG related policies, business strategies, recommendations to the Board.
systems and practices of the Group and recommend changes/modifications
Terms of Reference of the Committee inter alia include the following: The response time for attending to therein to align with ESG goals, targets and ambitions.
• Exercise all powers to borrow
money (otherwise than by issue
• Monitor implementation and compliance with the Company’s Code of investors’ correspondence during the
• Review and identify existing and emerging material ESG issues, their impacts of debentures) within limits
Conduct for Prohibition of Insider Trading. financial year 2022-23 is as under: on business and other stakeholders, risk and opportunities associated with it approved by the Board, and take
and recommend actions / approaches to adapt or mitigate or seize such ESG necessary actions connected
• Consider, resolve and monitor various aspects of interest of shareholders,
Particulars Number % risks and opportunities. therewith, including refinancing for
debenture holders and other security holders including the redressal of
investors’ / shareholders’ / security holders’ grievances related to transfer optimisation of borrowing costs.
Total number of 4,40,035 100.00
The detailed terms of reference of the Committee is available on the website of
/ transmission of securities, non-receipt of annual reports, non-receipt of correspondence received
the Company.
• Review banking arrangements and
declared dividend, issue new / duplicate certificates, general meetings and during the FY 2022-23 cash management.
so on. Replied within 1 to 4 4,38,259 99.60
days of receipt The detailed terms of reference of the
• Review measures taken for effective exercise of voting rights by shareholders. 4 (Four) meetings of the Committee were held during the year. The details of Committee is available on the website
Replied after 4 days of 1,776 0.40
• Review various measures and initiatives taken by the Company for reducing receipt
the meetings and attendance of members of the Committee at these meetings of the Company.
the quantum of unclaimed dividends and ensuring timely receipt of dividend are given below:
warrants / annual reports / statutory notices by the security shareholders of Compliance Officer Attended by Meeting Details
%
the Company. Attendance Attendance During the FY 2022-23, 2 (Two)
Smt. Savithri Parekh, Company Secretary Hital R. Arundhati P. M. S. Pawan
at Meeting
and Compliance Officer, is the Compliance Meswani Bhattacharya Prasad Kumar Kapil meetings of the Committee were held
The detailed terms of reference of the Committee is available on the website of Officer of the Company. on August 02, 2022 and November 11,
the Company. April 23, 2022 Yes Yes Yes Yes 100%
2022 respectively.

Environmental, Social and July 19, 2022 Yes Yes Yes No 80%
Governance Committee October 19, 2022 Yes Yes No Yes 75% Framework for Monitoring
4 (Four) meetings of the Committee were held during the year as against
statutory requirement of one meeting. The details of the meetings and Composition January 12, 2023 Yes Yes Yes Yes 100% Subsidiary Companies
attendance of members of the Committee at these meetings are given below: Sr.
% Attendance at meeting 100% 100% 75% 75% During the FY 2022-23, Jio Platforms
Name of the Director Designation Limited (JPL), Reliance Jio Infocomm
No.
Attended by % Limited (RJIL), Reliance Retail Limited
Date of the Meeting K. V. Arundhati Nikhil R. Hital R. Attendance 1 Hital R. Meswani Chairman Finance Committee (RRL), Reliance Retail Ventures
Chowdary Bhattacharya Meswani Meswani at Meeting
2 Arundhati Bhattacharya Member Composition Limited (RRVL) and Reliance Global
3 P. M. S. Prasad Member Sr. Energy Services (Singapore) Pte.
April 23, 2022 Yes Yes Yes No 75% Name of the Director Designation
No. Limited (RGESS) were material
July 19, 2022 Yes Yes Yes No 75% 4 Pawan Kumar Kapil* Member subsidiaries of the Company, as per
*completed his 5-year term as a whole-time 1 Mukesh D. Ambani Chairman the Listing Regulations.
October 19, 2022 Yes Yes Yes Yes 100%
director of the Company, on May 15, 2023.
2 Nikhil R. Meswani Member
February 16, 2023 Yes Yes Yes No 75% Upon completion of his term, he ceased to be a
Director and member of Environmental, Social 3 Hital R. Meswani Member
% Attendance of member 100% 100% 100% 25% and Governance Committee of the Company.
The Chairman of the Committee was present at the last Annual General The Board at its meeting held on
Meeting held on August 29, 2022. January 20, 2023, revised the terms
of reference of Health, Safety and
Investor Grievance Redressal Environment Committee and renamed
The number of complaints received and resolved to the satisfaction of investors the Committee as Environmental,
during the financial year 2022-23 (with an investor base of 36 lakh) and their Social and Governance Committee.
break-up is as under:

The details of material subsidiaries is given below:- General Body Meetings

Name Date of Incorporation Place of Incorporation Name of Statutory Auditors
Date of Appointment of Annual General Meetings
Statutory Auditors
The date, time and venue of the Annual General Meetings held during preceding three years and the special resolution(s)
Jio Platforms Limited November 15, 2019 India Deloitte Haskins & Sells LLP / December 21, 2020 passed thereat, are as follows:
Chaturvedi & Shah LLP
Year Date Time (IST) Venue Special Resolution(s) Passed
Reliance Jio Infocomm Limited February 15, 2007 India Deloitte Haskins & Sells LLP / September 26, 2019/
2021-22 August 29, 2022 02:00 p.m. Held through video conference / other (i) Appointment of Shri K. V. Chowdary as an
DTS & Associates LLP September 28, 2020
audio-visual means Independent Director
Reliance Retail Limited June 29, 1999 India DTS & Associates LLP September 30, 2022 (Deemed venue - 3rd Floor, Maker (ii) Alteration of Objects Clause of the
Chambers IV, 222, Memorandum of Association of the Company
Reliance Retail Ventures Limited December 13, 2006 India Deloitte Haskins & Sells LLP September 24, 2020
Nariman Point,
Reliance Global Energy Services August 12, 2008 Singapore Deloitte and Touche LLP, September 15, 2022 Mumbai 400 021)
(Singapore) Pte. Limited Singapore
2020-21 June 24, 2021 02:00 p.m. Held through video conference / other Re-appointment of Dr. Shumeet Banerji as an
audio-visual means Independent Director
In terms of the provisions of companies have voluntarily appointed The Company monitors performance (Deemed venue - 3rd Floor, Maker
Regulation 24(1) of the Listing Independent Directors on their of subsidiary companies, inter alia, by Chambers IV, 222,
Nariman Point,
Regulations, appointment of one of respective Boards. The composition the following means:
Mumbai 400 021)
the Independent Directors of the and effectiveness of Boards of
Company on the Board of material subsidiaries is reviewed by the • Financial statements, in particular 2019-20 July 15, 2020 02:00 p.m. Held through video conference / other
audio-visual means
No special resolution was passed.
subsidiaries was applicable only to Company periodically. Governance investments made by subsidiary
(Deemed venue - 3rd Floor, Maker
JPL, RJIL and RRL. Prior to RJIL framework is also ensured through companies, are reviewed by the
Chambers IV, 222,
becoming a material subsidiary of the appointment of Managerial Personnel Company’s Audit Committee. Nariman Point,
Company, Shri Adil Zainulbhai and and Secretarial Auditor. A robust Mumbai 400 021)
Dr. Shumeet Banerji were appointed compliance management system
• Minutes of Board meetings
of subsidiary companies are
as Independent Directors on the covering all the subsidiaries is also
placed before the Company’s The Scrutiniser submitted his report including General Circular No. 3/2022
Board of RJIL and they are continuing in place. Guidance is provided to Tribunal Convened Meeting
Board regularly. on May 03, 2023, after completion dated May 5, 2022, issued by the
as such. Additionally, the Board of subsidiaries on matters relating to In accordance with the order dated
RJIL has also appointed Shri Raminder conduct of Board meeting, training • A statement containing all March 27, 2023 passed by the Hon’ble
of scrutiny and results of the e-voting Ministry of Corporate Affairs (“MCA
Singh Gujral and Shri K. V. Chowdary and familiarisation programmes for significant transactions and were announced on the same day. Circulars”), resolutions were proposed
National Company Law Tribunal
as Independent Directors. The Board the Independent Directors on the arrangements entered into by The resolution approving the said to be passed by means of Postal
(NCLT), Mumbai Bench, the Company
of JPL has appointed Shri Raminder Board of subsidiaries. subsidiary companies is placed Scheme of Arrangement was passed Ballot, only by way of remote e-voting
convened meetings of its Equity
Singh Gujral and Dr. Shumeet Banerji before the Company’s Board. with requisite majority. process (“e-voting”). The Company
The Company is in compliance Shareholders, Secured Creditors and
as Independent Directors and the had engaged the services of KFin
Board of RRL has appointed Shri Adil
with Regulation 24A of the Listing • Presentations are made to the Unsecured Creditors on May 02, 2023, Voting results of the aforesaid
Technologies Limited as the agency to
Regulations. The Company’s material Company’s Board on business through video conferencing / other meetings are available on the website
Zainulbhai as an Independent Director. provide e-voting facility.
subsidiaries undergo Secretarial Audit. performance of major subsidiaries audio visual means, in compliance of the Stock Exchanges and website
Keeping in view good Corporate Copy of Secretarial Audit Reports of of the Company by the with the applicable provisions of the of the Company. Shri Anil Lohia, a Practising
Governance, Shri Adil Zainulbhai JPL, RJIL, RRL and RRVL forms part senior management. Companies Act, 2013 and the Listing Chartered Accountant, (Membership
is also on the Board of RRVL, an of this report. The Secretarial Audit Regulations, to consider and approve, Resolution(s) passed through No.: 031626), Partner, Dayal and
unlisted subsidiary, which is statutorily Report of these material subsidiaries
• Related Party Transactions of the Scheme of Arrangement between Postal Ballot Lohia, Chartered Accountants
subsidiary companies are reviewed Reliance Industries Limited and its acted as Scrutiniser for conducting
not required to appoint on its Board does not contain any qualification, During the year, appointment of Shri
quarterly by the Company’s Audit shareholders and creditors & Reliance the Postal Ballot in a fair and
an Independent Director of the reservation, adverse remark K. V. Kamath as an Independent
Committee, wherever applicable. Strategic Investments Limited and its transparent manner.
Company. For better administration or disclaimer. Director of the Company and
and governance, key subsidiary shareholders and creditors.
The Company’s Policy for determining alteration of Objects Clause of the In accordance with the MCA Circulars,
Material Subsidiaries is available on Members and Creditors exercised Memorandum of Association of the the Postal Ballot Notice dated
the website of the Company. their vote(s) by remote e-voting during Company, were approved by members November 28, 2022, was sent only by
the period from 01:00 p.m. (IST) on of the Company. electronic mode to those members
Thursday, April 27, 2023 till 05:00 whose names appeared in the Register
p.m. (IST) on Monday, May 01, 2023. Procedure adopted for postal of Members / List of Beneficial
Further, the facility for voting through ballot Owners as on Friday, November 25,
electronic voting system was also In accordance with General Circular 2022 (“Cut-Off Date”) received from
available at the meeting. Nos. 14/2020 dated April 8, 2020 the Depositories and whose e-mail
and 17/2020 dated April 13, 2020 addresses were registered with the
read with other relevant circulars, Company / Registrar and Transfer

Agent/ Depository Participant/ Depositories. The manner of e-voting by (i) Annual Report. The Annual Report filed electronically on NEAPS / New have furnished bank account details Domestic Custodian
individual shareholders holding shares of the Company in demat mode, (ii) is also available on the website of Digital Portal. to the Company / its Registrar and
Shareholders other than individuals holding shares of the Company in demat the Company. Transfer Agent. ICICI Bank Limited
BSE Listing Centre (Listing Empire Complex, 1st Floor, 414,
mode, (iii) Shareholders holding shares of the Company in physical mode, and
Chairman’s Communiqué: A copy Centre): Listing Centre is a web- Physical warrants shall be dispatched Senapati Bapat Marg, Lower Parel
(iv) Shareholders who have not registered their e-mail address, was explained in
of the Chairman’s speech is sent to based application designed by BSE to the shareholders, who have not (West), Mumbai - 400 013
the instructions given in Postal Ballot Notice.
all the shareholders, whose e-mail for corporates. All periodical and registered their ECS mandates.
Members exercised their vote(s) by e-voting during the period from 09:00 a.m. addresses are registered with the other compliance filings are filed
(IST) on Thursday, December 1, 2022 till 05:00 p.m. (IST) on Friday, December Company / Depository Participants. electronically on the Listing Centre. Financial Year Debentures
30, 2022. The document is also available on the April 1 to March 31 BSE Limited (BSE)
SEBI Complaints Redress System
website of the Company. Phiroze Jeejeebhoy Towers,
The Scrutiniser submitted his report on December 31, 2022 after the completion (SCORES): Investor complaints are
of scrutiny and result of the e-voting was announced on the same day. The Letters / e-mails / SMS to Investors: processed at SEBI in a centralised Financial Calendar Dalal Street, Mumbai - 400 001
summary of voting result is given below: The Company addressed various web-based complaints redress system. (Tentative) Results for the
investor-centric letters / e-mails / SMS The salient features of this system are quarter ending National Stock Exchange of
Votes in favour of the
Resolutions passed through Postal Ballot resolution (% of total
Votes against the
resolution (% of total Result
to its shareholders during the year. centralised database of all complaints, June 30, 2023 - announced on July India Limited (NSE)
number of valid votes) number of valid votes) This include reminders for claiming online upload of Action Taken Reports 21, 2023 Exchange Plaza, C-1, Block G,
unclaimed / unpaid dividend from (ATRs) by concerned companies and September 30, 2023 - Fourth week Bandra-Kurla Complex, Bandra (East),
Appointment of Shri K. V. Kamath 99.9037 0.0963 Passed with
as an Independent Director of the more than the Company; claiming shares lying online viewing by investors of actions of October, 2023 Mumbai - 400 051
Company requisite in unclaimed suspense account with taken on the complaints and their December 31, 2023 - Third week of
majority the Company; dematerialisation of current status.
Alteration of Objects Clause of the 99.9989 0.0011
shares, updating e-mail, PAN and
January, 2024 Bonds
Memorandum of Association of Designated exclusive email-IDs: March 31, 2024 - Fourth week of
bank account details. The Company Singapore Exchange Limited
the Company by inserting clauses The Company has designated the April, 2024
relating to project management has also sent Final Reminder cum 2 Shenton Way, #02-02 SGX Centre 1
following email-IDs exclusively for Annual General Meeting – July
services, advisory services, asset Forfeiture Notice to holders of partly Singapore 068804
life cycle management, turnkey
investor servicing: / August
paid-up rights equity shares for the
projects as well as business support, payment of call money due on shares For queries on Annual Report: Luxembourg Stock Exchange
infrastructure support services etc.
held by them. investor.relations@ril.com; Listing on Stock Exchanges 35A Boulevard Joseph II,
rilagm@ril.com
The said resolutions were passed Presentations to institutional
In accordance with the SEBI Equity Shares L-1840, Luxembourg
Circular No. SEBI/HO/MIRSD/ For queries in respect of shares in BSE Limited (BSE)
with more than requisite majority on investors / analysts: Detailed India International Exchange (IFSC)
MIRSD_RTAMB/P/CIR/2021/655 physical mode:
December 30, 2022. Voting result presentations are made to institutional Phiroze Jeejeebhoy Towers, Limited (India Inx)
dated November 03, 2021, SEBI/ rilinvestor@kfintech.com
of postal ballot is available on the investors and financial analysts on the Dalal Street, Mumbai - 400 001
HO/MIRSD/MIRSD_RTAMB/P/ 1st Floor, Unit No. 101, The Signature
website of the Stock Exchanges and Company’s quarterly, half-yearly as Shareholders’ Feedback Survey:
CIR/2021/687 dated December 14, Scrip Code – 500325 Building No. 13B, Road 1C, Zone 1,
website of the Company. well as annual financial results and are The Company sends feedback form
2021 and SEBI/HO/MIRSD/MIRSD- GIFT SEZ, GIFT CITY, Gandhinagar –
sent to the Stock Exchanges. These seeking shareholders’ views on various
There is no immediate proposal for PoD-1/P/CIR/2023/37 dated March 16, National Stock Exchange of India 382 355
presentations, video recordings and matters relating to investor services
passing any resolution through postal 2023, the Company has sent letters Limited (NSE)
transcript of the meetings are available and Annual Report for improvement
ballot. However, if required, the same
on the website of the Company.
to all holders of physical securities of
in future. Exchange Plaza, C-1, Block G, Commercial Papers
shall be passed in compliance of the Company intimating them the Bandra-Kurla Complex, Bandra (East),
No unpublished price sensitive BSE Limited
provisions of the Companies Act, 2013, requirement to furnish valid PAN, KYC Mumbai - 400 051
the Listing Regulations or any other
information is discussed in the
and nomination details. Further, where General Shareholder Phiroze Jeejeebhoy Towers, Dalal
meetings with institutional investors
applicable laws.
and financial analysts.
the mobile numbers of the concerned Information Trading Symbol – RELIANCE Street, Mumbai - 400 001
shareholders / allottees were available, Annual General Meeting ISIN: INE002A01018
Means of Communication Website: The Company’s website the Company has also sent SMS to Payment of Listing Fees
(www.ril.com) contains a separate them to update their e-mail address. August 28, 2023 at 2.00 P.M. IST
Quarterly results: The Company’s Global Depository Receipts Annual listing fees for the FY 2023-24
dedicated section ‘Investor Relations’ through Video Conferencing / Other
Chatbot: State of the art Chatbot has been paid by the Company to BSE
quarterly / half-yearly / annual
where shareholders’ information Audio Visual Means as set out in the (GDRs) Limited and National Stock Exchange
financial results are sent to the Stock application was deployed, during the Notice convening the Annual General
Exchanges and published in ‘Indian
is available.
Annual General Meeting held in 2022, Luxembourg Stock Exchange of India Limited.
Meeting. Deemed venue of the
Express’, ‘Financial Express’ and Annual Report: The Annual Report to provide instant automated query meeting is 3rd Floor, Maker Chambers 35A Boulevard Joseph II,
‘Loksatta’. They are also available on containing, inter alia, Audited Financial resolution / support to the investors IV, 222, Nariman Point, Mumbai L-1840, Luxembourg Payment of Depository Fees
the website of the Company. Statement, Audited Consolidated / shareholders. 400 021. Annual Custody / Issuer fee is being
News releases, presentations:
Financial Statement, Board’s Report,
NSE Electronic Application Overseas Depository paid by the Company within the due
Auditors’ Report and other important Dividend Payment Date date based on invoices received from
Official news releases and official Processing System (NEAPS): NEAPS The Bank of New York
information is circulated to the the Depositories.
media releases are generally sent to
members and others entitled thereto.
is a web-based application designed Between August 28, 2023 and Mellon Corporation
Stock Exchanges and are also available by NSE for corporates. All periodical September 3, 2023 for electronic 101, Barclay Street
The Management Discussion and
on the website of the Company. and other compliance filings were transfer to the shareholders who New York, NY 10286
Analysis Report forms part of the

Fees Paid to the Statutory Auditors Share Price Performance in comparison to broad based indices – BSE Sensex and NSE Nifty
Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to Statutory Auditors of the as on March 31, 2023
Company and other firms in the network entity of which the Statutory Auditors are a part, during the year ended March RIL Share RIL Share NIFTY
Sensex Performance
31, 2023, is C 71.58 crore. Performance on BSE Performance on NSE Performance
Credit Rating FY 2022-23 -11.50% 0.72% -11.53% -0.60%
The Company’s financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. 2 Years 16.37% 19.15% 16.37% 18.17%
There has been no revision in credit ratings during the FY 2022-23. The details of the Credit Rating are mentioned in 3 Years 109.54% 100.19% 109.30% 101.91%
Management Discussion and Analysis Report. 5 Years 164.05% 78.93% 164.08% 71.65%
10 Years 502.57% 213.19% 503.20% 205.49%
Debenture Trustee
Axis Trustee Services Limited RIL’s share price on BSE and NSE has been adjusted for the FY 2017-18 and earlier years, on account of issue of bonus
The Ruby, 2nd Floor, SW, shares in the FY 2017-18.
29, Senapati Bapat Marg,
Dadar (West), Mumbai – 400 028 BSE Sensex vs RIL Share Price
Tel: +91-22-62300451
Fax: +91-22-62300700
65,000 3,000
E-mail: debenturetrustee@axistrustee.in; complaints@axistrustee.in
62,500 2,850
Website Address: www.axistrustee.in
60,000 2,700
Stock Market Price Data 57,500 2,550
55,000 2,400
National Stock Exchange of India Limited (NSE) BSE Limited (BSE)
Month 52,500 2,250
High Price (K) Low Price (K) Volume (No.) High Price (K) Low Price (K) Volume (No.)
50,000 2,100
April 2022 2,856.15 2,521.80 13,62,08,977 2855.00 2522.60 46,92,654 47,500 1,950
May 2022 2,805.50 2,370.00 18,63,28,537 2805.00 2370.00 93,97,463 45,000 1,800
Apr-22
May-22
Jun-22
Jul-22
Aug-22
Sep-22
Oct-22
Nov-22
Dec-22
Jan-23
Feb-23
Mar-23
June 2022 2,817.35 2,445.00 16,23,09,853 2816.35 2446.00 50,46,878
July 2022 2,592.00 2,365.00 19,70,11,994 2591.65 2365.00 1,23,71,731
BSE Sensex RIL
August 2022 2,676.90 2,507.60 10,85,46,187 2677.60 2507.95 78,30,784
September 2022 2,629.70 2,311.00 11,88,52,012 2628.55 2313.55 80,30,740
October 2022 2,560.95 2,343.10 9,44,98,167 2560.50 2343.60 99,91,071
NSE Nifty vs RIL Share Price
November 2022 2,745.45 2,502.00 10,44,14,767 2743.60 2508.00 89,36,156
December 2022 2,755.00 2,492.25 9,13,06,562 2754.70 2493.00 29,80,445
19,000 3,000
January 2023 2,606.00 2,301.00 13,18,17,991 2605.00 2301.15 51,95,972 18,500 2,850
February 2023 2,463.80 2,293.00 14,10,85,804 2463.00 2293.10 44,39,065 18,000 2,700
March 2023 2,424.60 2,180.00 16,06,17,498 2424.50 2180.00 56,39,480 17,500 2,550
[Source: This information is compiled from the data available on the websites of BSE and NSE] 17,000 2,400
16,500 2,250
16,000 2,100
15,500 1,950
15,000 1,800
Apr-22
May-22
Jun-22
Jul-22
Aug-22
Sep-22
Oct-22
Nov-22
Dec-22
Jan-23
Feb-23
Mar-23
NSE Nifty RIL

Registrar and Transfer Agent Share Transfer System confirmation for transfer (pursuant to Dematerialisation of Shares Outstanding Global Depository
Court order received from Custodian Receipts (GDRs) / Warrants and
KFin Technologies Limited As mandated by SEBI, securities of Mode of Holding % of total shares
Government of India Account,The Convertible Bonds, Conversion Date
Selenium Tower B, Plot 31-32, the Company can be transferred /
Special Court (Torts) Act, 1992), and likely impact on Equity
Gachibowli, Financial District, traded only in dematerialised form. NSDL 95.82
transmission, transposition, sub-
Nanakramguda, Hyderabad - 500 032 Shareholders holding shares in CDSL 3.43 GDRs: Outstanding GDRs as on
division, consolidation, renewal,
Toll Free No.: 1800 309 4001 physical form are advised to avail the March 31, 2023 represent 17,46,11,612
exchange and change/deletion of Physical 0.75
(From 9:00 a.m. to 6:00 p.m. on all facility of dematerialisation. equity shares constituting 2.58%
names of shareholders, were issued Total 100.00
working days) of Company’s paid-up equity share
The Company has received a as required under Regulation 40(9)
E-mail: rilinvestor@kfintech.com capital. Each GDR represents two
certificate from a Company Secretary of the Listing Regulations. The said
Website: www.kfintech.com Build-Up of Equity Share Capital underlying equity shares in the
in Practice, certifying that during certificate was duly filed with the
The statement showing build-up of equity share capital is available on the Company. GDR is not a specific
the year, all certificates / Letters of Stock Exchanges.
website of the Company. time-bound instrument and can
be surrendered at any time and
Shareholding Pattern as on March 31, 2023 converted into the underlying equity
Corporate Benefits to Investors shares in the Company. The shares
Number of Total number of Total number of
Total number of
% of total number of
(A) Dividend declared for the last 10 years so released in favour of the investors
Sr.
Category of shareholder shares (Fully Paid-up
No. shareholders shares (Fully Paid-up) shares (Partly Paid-up)
& Partly Paid-up)
shares (A+B+C) Dividend per Equity Share of K upon surrender of GDRs can either be
Financial Year Date of Dividend Declaration
10/- each (K) held by investors concerned in their
(A) Promoter and Promoter Group name or sold in the Indian secondary
2012-13 June 6, 2013 9.00
(1) Indian 47* 3,32,27,48,048 - 3,32,27,48,048 49.11% markets for cash. To the extent of
(2) Foreign - - - - - 2013-14 June 18, 2014 9.50 shares so sold in Indian markets,
Total Shareholding of Promoter 47* 3,32,27,48,048 3,32,27,48,048 49.11% 2014-15 June 12, 2015 10.00 GDRs can be reissued under the
and Promoter Group 2015-16 March 10, 2016 10.50 available head-room.
(B) Public Shareholding 2016-17 July 21, 2017 11.00 There are no outstanding warrants or
(1) Institutions 2,221 2,54,64,20,552 - 2,54,64,20,552 37.64%
2017-18 July 5, 2018 (post bonus issue 1:1) 6.00 convertible bonds having any impact
(2) Central Government/ State 75 68,26,905 - 68,26,905 0.10% on equity.
Government(s)/ President of India 2018-19 August 12, 2019 6.50
(3) Non-institutions 36,37,052 71,49,84,302 5,02,595 71,54,86,897 10.57% 2019-20 July 15, 2020 6.50 (Pro-rata dividend on
paid-up value of equity share) RIL GDR Programme
Total Public Shareholding 36,39,348 3,26,82,31,759 5,02,595 3,26,87,34,354 48.31%
(C) Non-Promoter 2020-21 June 24, 2021 7.00 (Pro-rata dividend on The Global Depository Receipts of the
Non-Public paid-up value of equity share) Company are listed on Luxembourg
(1) Shares held by Custodian(s) against 1 17,46,11,612 - 17,46,11,612 2.58% 2021-22 August 29, 2022 8.00 Stock Exchange and are traded on
which Depository Receipts have the International Order Book (London
been issued (B) Bonus issues of fully paid-up equity shares Stock Exchange) and amongst
Total shares held by Non- 1 17,46,11,612 - 17,46,11,612 2.58% qualified institutional investors on the
Promoter Non-Public Financial Year Ratio over-the-counter market in the United
Total (A) + (B) + (C) 36,39,396 6,76,55,91,419 5,02,595 6,76,60,94,014 100.00% 1980-81 3:5
States of America.
* As per information furnished by the Promoter and Promoter Group, there are 51 members forming part of Promoter and Promoter Group of the
Company, of which 4 promoter group entities do not hold any shares. 1983-84 6:10 RIL GDRs are exempted securities
1997-98 1:1 under US Securities Law. RIL GDR
Category-Wise Shareholding (%) 2009-10 1:1
programme has been established
Distribution of shareholding by size as on March 31, 2023 under Rule 144A and Regulation S of
2017-18 1:1 the US Securities Act, 1933. Reporting
Total is done under the exempted route of
Category (Shares)
Holders (Unique)* Shares % of total Shares Liquidity Relevant data for the average daily Rule 12g3-2(b) under the US Securities
turnover of equity shares for the Exchange Act, 1934.
The Company’s equity shares are
Upto 500 34,21,198 21,02,35,572 3.11 FY 2022-23 is given below:
among the most liquid and actively The Bank of New York Mellon is an
501 - 1000 1,13,621 8,04,46,624 1.19 traded shares on the Indian Stock Particulars BSE NSE Total Overseas Depository and ICICI Bank
1001 - 5000 90,362 17,78,89,815 2.63 Exchanges. RIL shares consistently Limited is the Domestic Custodian of
5001 - 10000 8,015 5,49,80,031 0.81
rank among the top few frequently Shares 3,39,568 65,58,226 68,97,794 all the Equity Shares underlying the
traded shares both in terms of the (Nos.)
GDRs issued by the Company.
10001 - 20000 3,065 4,22,30,965 0.62 number of shares traded as well Value (C 85.36 1645.86 1731.21
Above 20000 3,135 620,03,11,007 91.64 as value. in crore)
Employees’ Stock Options
Total 36,39,396 676,60,94,014 100.00 [Source: This information is compiled from the
data available on the websites of BSE and NSE] Particulars with regard to Employees’
* After PAN consolidation Stock Options are available on the
website of the Company.

Commodity Price Risks / Strategic decisions regarding the timing and the usage of derivatives Oil & Gas Transfer of unpaid / unclaimed FY 2022-23, in respect of which
Foreign Exchange Risk and instruments such as Swaps / Futures / Options, are taken based on KG D6 amounts and shares to Investor dividend had not been paid or claimed
various factors including market conditions, physical inventories, macro- Education and Protection Fund by the members for seven consecutive
Hedging Activities Village Gadimoga, Tallarevu Mandal,
economic situation. These decisions and execution are done in line with East Godavari District – 533 463, Pursuant to the provisions of Section years or more. The Company has
The Company is subject to the Board approved Commodities Risk Management framework. The Risk uploaded on its website, the details
commodity price risks due to Andhra Pradesh, India 124(5) of the Companies Act, 2013
Management Committee has oversight on all hedging actions taken. read with the rules framed thereunder, of unpaid and unclaimed amounts
fluctuation in prices of crude oil, lying with the Company as on March
gas, refinery and petrochemical More details on Risk Management are covered under the Enterprise Risk Coal Based Methane the dividend lying in the Unpaid
Village & P. O.: Lalpur, Dividend Account which remains 31, 2023.
products. Also, Company’s payables Management section of the Management Discussion and Analysis Report.
and receivables are partly in foreign Tehsil: Burhar, District Shahdol, unpaid or unclaimed for a period of Details of shares transferred to IEPF
currencies and due to fluctuations in Exposure of the Company to commodity risks, which are material is Madhya Pradesh – 484 110, India seven consecutive years along with Authority during FY 2022-23 are
foreign exchange rates, it is subject as under: underlying shares are transferred by also available on the website of the
to Currency risks. The Company has Composites the Company to Investor Education Company. The Company has also
Exposure % of such exposure hedged through commodity
in place a robust risk management in Quantity derivatives Vadodara Composites Division and Protection Fund (IEPF). During uploaded these details on the
framework for identification and Exposure terms Vadodara - Halol Expressway, the year, the Company has credited website of the IEPF Authority
Domestic Market International Market
towards the towards the C 29.24 crore to IEPF pursuant to the
monitoring and mitigation of Village -Asoj, Taluka – Waghodia, (www.iepf.gov.in).
Commodity Name particular particular
commodity price and foreign commodity commodity Vadodara – 391 510, Gujarat, India provisions of the Companies Act, 2013.
Total
The cumulative amount transferred by The voting rights on the shares
(in K crore) (in 1000 OTC Exchange OTC Exchange*
exchange risks. The risks are tracked transferred to IEPF Authority shall
Metric the Company to IEPF up to March 31,
and monitored on a regular basis and tonnes)
Textiles remain frozen till the rightful owner
mitigation strategies are adopted 2023 is C 327.24 crore.
Crude 3,50,187 69,463 - - 7.42% 18.45% 25.87% Naroda Manufacturing Division claims the shares.
in line with the risk management 103 / 106, Naroda Industrial In accordance with the provisions
framework. For further details on Middle Distillates 2,40,494 29,879 - - 6.03% 15.01% 21.04%
of the Companies Act, 2013, the Last date to claim unclaimed / unpaid
Estate, Naroda, dividends before transfer to IEPF,
the above risks, please refer the Light Distillates 1,08,145 14,348 - - 0.11% 13.77% 13.88% Ahmedabad – 382 330, Gujarat, India Company has transferred 22,45,022
Enterprise Risk Management section equity shares of C 10/- each, to the for the financial year 2015-16 and
Polymer 62,669 5,714 - - - - -
of the Management Discussion and credit of IEPF Authority, during the thereafter, are as under:
Petchem 46,406 5,430 - - 0.04% 0.83% 0.87% Address for Correspondence
Analysis Report.
Intermediate For shares held in physical form
Polyester 30,304 2,678 - - - - - Financial Year Declaration Date Date to claim before transfer to IEPF
Risk Management Policy KFin Technologies Limited
with respect to Commodities Total 8,38,205 1,27,512 Selenium Tower B, Plot 31-32, March 31, 2017 July 21, 2017 August 26, 2024
including through Hedging *Includes OTC transactions cleared through International Exchanges. Gachibowli Financial District,
March 31, 2018 July 5, 2018 August 4, 2025
Nanakramguda, Hyderabad - 500 032
• Commodities Exposure
Plant Locations in India Patalganga Manufacturing Division Toll Free No.: 1800 309 4001 March 31, 2019 August 12, 2019 September 11, 2026
The Company is exposed to price B-1 to B-5 & A3, MIDC Industrial Area, (From 9:00 a.m. to 6:00 p.m. on all March 31, 2020 July 15, 2020 August 14, 2027
Oil to Chemicals
volatility on various Petroleum, Patalganga – 410 220, District Raigad, working days)
DTA Jamnagar Refinery March 31, 2021 June 24, 2021 July 26, 2028
Petrochemical and other Energy Maharashtra, India E-mail: rilinvestor@kfintech.com
related commodities, as part of Village Meghpar / Padana, Website: www.kfintech.com March 31, 2022 August 29, 2022 September 30, 2029
its business operations. Due to Taluka Lalpur, Jamnagar – 361 280, Nagothane Manufacturing Division
Gujarat, India The last date for claiming unclaimed dividend for the FY 2015-16 was
the dynamic markets, prices of P. O. Petrochemicals Township, For shares held in demat form April 15, 2023.
such Commodities fluctuate and Nagothane – 402 125, Roha Taluka, Depository Participant(s) of the
can result in Margin Risk. This SEZ Jamnagar Refinery District Raigad, Maharashtra, India The procedure for claiming underlying shares and unpaid / unclaimed dividend
Unit of Reliance Jamnagar SEZ Village investor concerned and / or KFin
policy prescribes the guidelines Technologies Limited. from IEPF Authority is covered in the Shareholders’ Referencer available on the
for hedging Commodities Meghpar / Padana, Taluka Lalpur, Silvassa Manufacturing Division website of the Company.
Price risks. Jamnagar – 361 280, Gujarat, India 342, Kharadpada, Any query on the Annual Report Further, in accordance with the IEPF Rules, the Board of Directors have
P. O. Naroli – 396 235, appointed Smt. Savithri Parekh as Nodal Officer of the Company and Shri Vivin
• Hedging Policy Hazira Manufacturing Division Smt. Savithri Parekh
Union Territory of Dadra and Mally as Deputy Nodal Officer of the Company for the purposes of verification
Village Mora, P. O. Bhatha, Surat- Company Secretary and
Exposures are identified and Nagar Haveli, India of claims of shareholders pertaining to shares transferred to IEPF and / or refund
Hazira Road, Surat – 394 510, Compliance Officer
measured across the Company Reliance Industries Limited of dividend from IEPF Authority and for coordination with IEPF Authority. The
Gujarat, India Barabanki Manufacturing Division
so that appropriate hedging 3rd Floor, Maker Chambers IV, 222, details of the Nodal Officer and Deputy Nodal Officer are available on the
can be done on a net basis. For Dewa Road, P. O. Somaiya website of the Company.
Dahej Manufacturing Division Nariman Point,
Commodities hedging, there Nagar, Barabanki – 225 123,
P. O. Dahej – 392 130, Taluka: Vagra, Mumbai - 400 021
exist Over The Counter (OTC) Uttar Pradesh, India
District Bharuch, Gujarat, India E-mail: investor.relations@ril.com;
and Exchange markets that offer rilagm@ril.com
financial instruments (derivatives), Hoshiarpur Manufacturing Division
Vadodara Manufacturing Division Dharamshala Road, V. P. O. Chohal,
that enable managing the
P. O. Petrochemicals, District Hoshiarpur – 146 024,
Price risk.
Vadodara – 391 346, Gujarat, India Punjab, India

Equity Shares in the Unclaimed Suspense Account per Share in the quarterly and (ii) to RIL to disgorge an alia against the Company before Disclosures in relation to
financial results for the quarters amount of C 447.27 crore along the Special Court, Mumbai, for the Sexual Harassment
In terms of Regulation 39 of the Listing Regulations, details of the equity shares
ended June 2007, September with interest at the rate of 12% taking cognizance of alleged
lying in the Unclaimed Suspense Account are as follows: of Women at Workplace
2007, December 2007, March per annum from November 29, offences under Regulations 3,
No. of shareholders No. of 2008, June 2008 and September 2007 till the date of payment. 5 and 6 of SEBI (Prohibition of (Prevention, Prohibition and
Particulars
(phase-wise transfers) equity shares
2008 and imposed monetary In May 2017, RIL and the other Fraudulent and Unfair Trade Redressal) Act, 2013
penalty of C 13 crore. On an noticees filed an appeal before Practices relating to Securities The Company is committed to provide
Aggregate number of shareholders and the 71,518 67,24,538
outstanding shares in the Unclaimed Suspense appeal by the Company, the the Securities Appellate Tribunal Market) Regulations, 1995 and a work environment which ensures
Account lying as on April 1, 2022 Hon’ble Securities Appellate (SAT) against this order. SAT, by section 77(2) and section 77A that every employee is treated with
Tribunal set aside SEBI’s order a majority order (2:1), dismissed of Companies Act, 1956. The dignity, respect and afforded equal
Less: Number of shareholders who approached the (3,470)* (4,45,275)
Company for transfer of shares and remanded the matter for the appeal on November 5, Special Court, Mumbai, vide treatment. Please refer Human Capital
fresh consideration by SEBI. SEBI 2020 and directed RIL to pay order dated September 30, 2020, section of Management Discussion
Add: Number of shareholders and aggregate 643 92,374
issued a fresh show cause notice the disgorged amount within dismissed SEBI’s complaint as and Analysis Report, for more details.
number of shares transferred to the Unclaimed
Suspense Account during the year
dated April 5, 2016 in the matter sixty days from the date of the barred by limitation. Against
alleging incorrect disclosure of order. The appeal of RIL and the said order of the Special Details of Loans and
Less: Number of shares transferred to IEPF (7,320) (5,82,691) the diluted Earnings per Share. other noticees has been admitted Court, SEBI has filed a revision
Authority during the year advances in the nature of loans
The Company filed a reply to the by the Hon’ble Supreme Court application before the Hon’ble to firms/companies in which
Aggregate number of shareholders and the 61,371 57,88,946 show cause notice and attended of India. By its order dated High Court, Bombay and the directors are interested
outstanding shares in the Unclaimed Suspense the personal hearing on July December 17, 2020, the Hon’ble same is pending.
Account lying as on March 31, 2023 The Company has not given any loans
26, 2016. SEBI appointed new Supreme Court of India directed
*inclusive of 357 folios comprising of 50,512 shares being moved to Suspense Escrow Demat (iv) On December 22, 2021, SEBI or advances to any firm / company
Adjudicating Officer (AO). The RIL to deposit C 250 crore in
Account of the Company in January, 2023) issued a show cause notice inter in which its directors are interested.
last hearing before the AO was the Investors’ Protection Fund,
alia to RIL asking it to show Loans granted to subsidiaries are
The voting rights on the shares in All the contracts / arrangements / held on November 22, 2018. subject to the final result of the
cause as to why inquiry should given in Notes to the Standalone
the suspense account as on March transactions entered by the Company Further details sought by AO appeal and stayed the recovery
not be held against it in terms Financial Statement.
31, 2023 shall remain frozen till the during the financial year with related were provided in December 2018. of the balance, inclusive of
of SEBI (Procedure for Holding
rightful owner claims the shares. parties were in its ordinary course of After more than 2 years, the AO interest, pending the appeal.
Inquiry and Imposing Penalties Agreements relating to the
business and on an arm’s length basis. sent a letter dated March 19, RIL has complied with the order
by Adjudicating Officer) Rules, Company
Other Disclosures 2021 granting an opportunity to dated December 17, 2020 of the
During the FY 2022-23, contracts/ 1995 read with Section 15I of There are no agreements with any
the Company to make additional Hon’ble Supreme Court of India.
Disclosure on materially arrangements/transactions which the Securities and Exchange party which impact the management
submissions and personal hearing
significant related party were material, were entered into with In the very same matter, on Board of India Act, 1992 for or control of the Company or impose
in the matter. The Company
related parties in accordance with the November 21, 2017, SEBI issued alleged violation of Principle No. any restriction or create any liability
transactions that may have filed additional submissions in
policy of the Company on Materiality show cause notice, inter alia, to 4 under Schedule A – Principles upon the Company.
potential conflict with the the matter. The AO, vide his
RIL, asking RIL to show cause for Fair Disclosure of UPSI read
of Related Party Transactions and order dated September 20,
Company’s interests at large on dealing with Related Party as to why inquiry should not be with Regulation 8(1) of SEBI
2021, disposed off the show Adoption of Mandatory and
There were no materially significant Transactions. The Company has made held in terms of SEBI (Procedure (Prohibition of Insider Trading)
cause notice without levy of Discretionary Requirements
related party transactions which could full disclosure of transactions with the for Holding Inquiry and Imposing Regulations, 2015 read with
any penalty. The Company has complied with all
have potential conflict with interest of related parties as set out in Note 35 Penalties by Adjudicating Officer) Regulation 30(11) of SEBI (Listing
the Company at large. of Standalone Financial Statement, (ii) On December 16, 2010, SEBI Rules, 1995 and penalty not be Obligations and Disclosure mandatory requirements of Regulation
forming part of the Annual Report. issued a show cause notice imposed under the provisions Requirements) Regulations, 34 of the Listing Regulations.
The Company’s Policy on Materiality
(SCN), inter alia to the Company of the Securities and Exchange 2015. The alleged violation, The Company has adopted the
of Related Party Transactions and
Details of non-compliance (RIL) in connection with the Board of India Act, 1992. The if established, will make RIL following discretionary requirements
on dealing with Related Party
by the Company, penalties, trades by RIL in the stock Adjudicating Officer of SEBI liable for monetary penalty of the Listing Regulations:
Transactions is available on the
exchanges in 2007 in the shares passed an order on January 1, (of not less than C 1 lakh and
website of the Company. strictures imposed on the of Reliance Petroleum Limited, 2021 imposing a penalty of C 25 which may extend to maximum Audit Qualification
The Company’s major related party Company by stock exchange then a subsidiary of RIL. Hearings crore on RIL. RIL has paid the of C 1 crore) under Section 15HB
or SEBI, or any statutory The Company is in the regime
transactions are generally with its were held before the Whole penalty under protest and has of the SEBI Act, 1992. RIL has
authority, on any matter of unmodified opinions on
subsidiaries and associates. The Time Member (WTM) of SEBI filed an appeal before the SAT filed a detailed reply to this show
financial statements.
related party transactions are entered related to capital markets, in respect of the SCN. By an against this order. cause notice. The Adjudicating
into based on considerations of during the last three years order dated March 24, 2017, the
(iii) The Company had issued
Officer of SEBI has passed an
Reporting of Internal Auditor
various business exigencies, such (i) The Securities and Exchange WTM passed the directions: (i) order on June 20, 2022 imposing
debentures with convertible The Internal Audit Department
as synergy in operations, sectoral Board of India (SEBI), on prohibiting inter alia RIL from a penalty of C 30 lakh. Appeal has
warrants in the year 1994 and of the Company, co-sourced with
specialisation and the Company’s August 8, 2014 had passed an dealing in equity derivatives in been filed before the Securities
allotted equity shares against professional firms of Chartered
long-term strategy for sectoral adjudication order on a show the ‘Futures & Options’ segment Appellate Tribunal (“SAT”) against
the warrants in the year 2000. Accountants, reports directly to the
investments, optimisation of market cause notice issued to the of stock exchanges, directly or this order. SAT has stayed the
In this matter, SEBI had filed a Audit Committee.
share, profitability, legal requirements, Company for alleged non- indirectly, for a period of one operation of the order dated June
complaint on July 16, 2020, inter
liquidity and capital resources of disclosure of the diluted Earnings year from the date of the order; 20, 2022 and appeal is pending.
subsidiaries and associates.

Compliance of Corporate Governance requirements specified under Regulations 17 to 27 and Sr.

Compliance
Particulars Regulation Status Key Compliance observed
Regulation 46(2)(b) to (i) of the Listing Regulations No.
Yes / No / N.A.
Compliance 11 Obligations with respect to 25 Yes • Tenure of Independent Directors
Sr.
Particulars Regulation Status Key Compliance observed
No. Independent Directors • Meetings of Independent Directors
Yes / No / N.A.
• Appointment and cessation of Independent Directors
1 Board of Directors 17 Yes • Composition and Appointment of Directors • Familiarisation of Independent Directors
• Meetings and quorum • Declaration from Independent Director that he / she meets the criteria
• Review of compliance reports of independence, are placed at the meeting of Board of Directors
• Plans for orderly succession • Directors and Officers insurance for all the Independent Directors
• Code of Conduct
12 Obligations with respect to 26 Yes • Memberships / Chairmanships in Committees
• Fees / compensation to Non-Executive Directors
employees including Senior • Affirmation on compliance with Code of Conduct by Directors and
• Minimum information to be placed before the Board
Management, Key Managerial Senior Management Personnel
• Compliance Certificate by Chief Executive Officer and Chief
Personnel, Directors and • Disclosures by Senior Management Personnel about potential conflicts
Financial Officer
Promoters of interest
• Risk management plan, risk assessment and minimisation procedures
• No agreement with regard to compensation or profit sharing in
• Performance evaluation of Independent Directors
connection with dealings in securities of the Company by Key
• Recommendation of Board for each item of special business
Managerial Personnel, Director and Promoter
2 Maximum Number of 17A Yes • Directorships in listed entities
13 Other Corporate Governance 27 Yes • Compliance with discretionary requirements
Directorships
requirements • Filing of quarterly, half-yearly and yearly compliance report on
3 Audit Committee 18 Yes • Composition Corporate Governance
• Meetings and quorum
• Chairperson present at Annual General Meeting 14 Website 46(2)(b) Yes • Terms and conditions of appointment of Independent Directors
• Role of the Committee to (i) • Composition of various Committees of the Board of Directors
• Code of Conduct of Board of Directors and Senior
4 Nomination and Remuneration 19 Yes • Composition Management Personnel
Committee • Meetings and quorum • Details of establishment of Vigil Mechanism / Whistle-blower policy
• Chairperson present at Annual General Meeting • Criteria of making payments to Non-Executive Directors
• Role of the Committee • Policy on dealing with related party transactions
5 Stakeholders Relationship 20 Yes • Policy for determining material subsidiaries
• Composition
Committee • Details of familiarisation programmes imparted to
• Meetings and quorum
Independent Directors
• Chairperson present at Annual General Meeting
• Role of the Committee
6 Risk Management Committee 21 Yes • Composition
Weblinks for the matters referred in this Report are as under:
• Meetings and quorum Particulars Website link
• Role of the Committee
Policies and Codes
7 Vigil Mechanism 22 Yes • Vigil Mechanism and Whistle-Blower Policy for Directors Values and Behaviours https://www.ril.com/DownloadFiles/IRStatutory/VB.pdf
and employees
• Adequate safeguards against victimisation Code of Conduct https://www.ril.com/DownloadFiles/IRStatutory/Code-of-Conduct.pdf
• Direct access to the Chairperson of Audit Committee Our Code https://www.ril.com/DownloadFiles/IRStatutory/ourcode.pdf
8 Related party transactions 23 Yes • Policy on Materiality of related party transactions and dealing with Familiarisation Programme for Independent https://www.ril.com/InvestorRelations/Downloads.aspx
related party transactions Directors
• Prior approval including omnibus approval of Audit Committee for
related party transactions Remuneration Policy for Directors, Key https://www.ril.com/DownloadFiles/IRStatutory/Remuneration-Policy-for-Directors.pdf
• Quarterly review of related party transactions Managerial Personnel and other employees
• Disclosure on related party transactions Policy for selection of Directors and https://www.ril.com/DownloadFiles/IRStatutory/Policy-for-Selection-of-Directors.pdf
9 Subsidiaries of the Company 24 Yes • Appointment of Company’s Independent Director on the Board of determining Directors’ independence
unlisted material subsidiaries Policy for determining Material Subsidiaries https://www.ril.com/DownloadFiles/IRStatutory/Material-Subsidiaries.pdf
• Review of financial statements and investments of unlisted
Policy on Materiality of Related Party https://www.ril.com/DownloadFiles/IRStatutory/Policy-on-Materiality-of-RPT.pdf
subsidiaries by the Audit Committee
Transactions and on dealing with Related Party
• Minutes of the board of directors of the unlisted subsidiaries are placed
Transactions
at the meeting of the Board of Directors
• Significant transactions and arrangements of unlisted subsidiaries are Policy on Determination and Disclosure of https://www.ril.com/DownloadFiles/IRStatutory/MaterialityPolicy.pdf
placed at the meeting of the Board of Directors Materiality of Events and Information and Web
Archival Policy
10 Secretarial Audit 24A Yes • Secretarial Audit of the Company and of material unlisted subsidiaries
incorporated in India Vigil Mechanism and Whistle-Blower Policy https://www.ril.com/DownloadFiles/IRStatutory/Vigil-Mechanism-and-Whistle-
• Secretarial Audit Report of the Company and of material subsidiaries Blower-Policy.pdf
are annexed with the Annual Report of the Company
Anti-Bribery & Anti-Corruption Policy https://www.ril.com/DownloadFiles/IRStatutory/RIL-Anti-bribery-and-Anti-corruption-
• Annual Secretarial Compliance Report
Policy.pdf

Particulars Website link

Certificate of Non-Disqualification of Directors
Reports
(pursuant to Regulation 34(3) read with Schedule V Para C Clause (10)(i) of the SEBI
Quarterly, Half-yearly and Annual Financial https://www.ril.com/InvestorRelations/FinancialReporting.aspx (Listing Obligations and Disclosure Requirements) Regulations, 2015)
Results (from 2002 to 2023)
Presentation to institutional investors and https://www.ril.com/InvestorRelations/FinancialReporting.aspx
analysts (from 1999 to 2023)
Annual Report (from 1976 to 2022) https://www.ril.com/InvestorRelations/FinancialReporting.aspx To:
The Members
Chairman’s Communication (from 2002 to https://www.ril.com/InvestorRelations/Chairman-Communication.aspx
2022) Reliance Industries Limited
3rd Floor, Maker Chambers IV, 222
Sustainability Reports https://www.ril.com/Sustainability/CorporateSustainability.aspx
Nariman Point, Mumbai 400 021
Shareholders’ Information Maharashtra, India.
Composition of Board of Directors and Profile https://www.ril.com/OurCompany/Leadership/BoardOfDirectors.aspx I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Reliance
of Directors
Industries Limited having CIN L17110MH1973PLC019786 and registered office at 3rd Floor, Maker Chambers IV, 222,
Composition of various Committees of the https://www.ril.com/OurCompany/Leadership/BoardCommittees.aspx Nariman Point, Mumbai 400021, Maharashtra, India (hereinafter referred to as ‘the Company’), produced before me
Board and their terms of reference by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V
ESOS Disclosure under SEBI (Share Based https://www.ril.com/DownloadFiles/IRStatutory/ESOS-2006-Disclosure-2022-23.pdf Para-C Clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Employee Benefits and Sweat Equity) https://www.ril.com/DownloadFiles/IRStatutory/ESOS-2017-Disclosure-2022-23.pdf Regulations, 2015.
Regulations, 2021 as on March 31, 2023
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number
Details of unpaid and unclaimed amounts lying https://www.ril.com/InvestorRelations/ShareholdersInformation.aspx
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its
with the Company as on date of last Annual
General Meeting (i.e. August 29, 2022) and officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the financial year ended
details of shares transferred to IEPF during FY 31 March, 2023, have been debarred or disqualified from being appointed or continuing as Directors of companies by the
2022-23 Securities and Exchange Board of India, the Ministry of Corporate Affairs or any such other Statutory Authority.
Build-up of Equity Share Capital https://www.ril.com/DownloadFiles/IRStatutory/Build-up-of-Equity-Share-Capital.pdf Sr. No. Name of Director DIN Date of appointment in the Company
Shareholders’ Referencer https://www.ril.com/DownloadFiles/IRForms/Shareholders-Referencer.pdf 1. Mukesh Dhirubhai Ambani 00001695 01.04.1977
Investor Contacts https://www.ril.com/InvestorRelations/Investor-Contacts.aspx 2. Dipak Chand Jain* 00228513 04.08.2005
3. Raghunath Anant Mashelkar* 00074119 09.06.2007
4. Adil Zainulbhai 06646490 20.12.2013
Certificate of Non- and internal controls to the Board in Certificate on Compliance 5. Raminder Singh Gujral 07175393 12.06.2015
Disqualification of Directors terms of Regulation 17(8) of the Listing with Code of Conduct 6. Shumeet Banerji 02787784 21.07.2017
Regulations, copy of which is attached 7. Arundhati Bhattacharya 02011213 17.10.2018
Certificate from Dr. K. R. Chandratre, I hereby confirm that the Company
to this Report. The CMD and the 8. Veerayya Chowdary Kosaraju^ 08485334 18.10.2019
Practising Company Secretary, has obtained from all the members of
CFO also give quarterly certification 9. His Excellency Yasir Othman H. Al-Rumayyan 09245977 19.07.2021
confirming that none of the Directors the Board and Senior Management
on financial results while placing the 10. Kundapur Kamath# 00043501 20.01.2023
on the Board of the Company have Personnel, the affirmation that they
financial results before the Board 11. Nita Mukesh Ambani 03115198 18.06.2014
been debarred or disqualified from have complied with the ‘Code of
in terms of Regulation 33(2) of the 12. Nikhil Rasiklal Meswani 00001620 26.06.1986
being appointed or continuing as Conduct’ and ‘Our Code’ in respect of
Listing Regulations. 13. Hital Rasiklal Meswani 00001623 04.08.1995
directors of companies by the SEBI, the FY 2022-23.
Ministry of Corporate Affairs or any 14. Madhusudana Sivaprasad Panda 00012144 21.08.2009
such other Statutory Authority, as Compliance Certificate of the Mukesh D. Ambani 15. Pawan Kumar Kapil@ 02460200 16.05.2010
stipulated under Regulation 34(3) of Auditors Chairman and Managing Director * ceased to be a Director of the Company upon completion of term on 20 July, 2022
^ appointed as an independent director with effect from July 21, 2022
the Listing Regulations, is attached to Certificate from the Company’s # assumed office as an Independent Director w.e.f. January 20, 2023
this Report. Auditors, Deloitte Haskins & Sells July 21, 2023 @ ceased to be a Director of the Company upon completion of term as a whole-time Director on 15 May, 2023
LLP, Chartered Accountants and Mumbai
CEO and CFO Certification Chaturvedi & Shah LLP, Chartered Ensuring the eligibility of the appointment / continuity of every Director on the Board is the responsibility of the
Accountants, confirming compliance management of the Company. My responsibility is to express an opinion on these, based on my verification. This
The Chairman and Managing Director certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with
(CMD) and the Chief Financial Officer with conditions of Corporate
Governance, as stipulated under which the management has conducted the affairs of the Company.
(CFO) of the Company give annual
certification on financial reporting Regulation 34 of the Listing Dr. K. R. Chandratre
Regulations, is attached to this Report. FCS No.: 1370, C. P. No.: 5144
Place: Pune
Date: 21 July 2023
UDIN: F001370E000659709
Peer Review Certificate No. : 1206/2021

CEO / CFO CERTIFICATE Secretarial Audit Report of Material Subsidiaries

Under Regulation 17(8) of the Securities and Exchange Board of India Secretarial Audit Report of Jio Platforms Limited
(Listing Obligations and Disclosure Requirements) Regulations, 2015
For the Financial Year ended March 31, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Board of Directors
Reliance Industries Limited To
The Members,
1. We have reviewed financial statements and the cash flow statement of Reliance Industries Limited (“the Company”) Jio Platforms Limited
for the financial year ended March 31, 2023 and to the best of our knowledge and belief: Office - 101, Saffron, Nr. Centre Point
i. these statements do not contain any materially untrue statement or omit any material fact or contain Panchwati 5 Rasta, Ambawadi
statements that might be misleading; Ahmedabad, Gujarat 380006
ii. these statements together present a true and fair view of the Company’s affairs and are in compliance with We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and adherence to good
existing accounting standards, applicable laws and regulations. corporate practices by Jio Platforms Limited [CIN: U72900GJ2019PLC110816] (hereinafter called the ‘Company’) for
the financial year ended March 31, 2023 (hereinafter called the ‘period under audit’). Secretarial Audit was conducted
2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year in a manner that provided us with a reasonable basis for evaluating the corporate conducts/statutory compliances and
which are fraudulent, illegal or violative of the Company’s Code of Conduct. expressing our opinion thereon.
3. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records
evaluated the effectiveness of Company’s internal control systems pertaining to financial reporting. We have not maintained by the Company and provided to us including through permitted access to the Company’s in-house portal as
come across any reportable deficiencies in the design or operation of such internal controls. also the information provided by the Company, its officers, agents and authorized representatives during the conduct of
4. We have indicated to the Auditors and the Audit Committee that: audit, we hereby report that in our opinion, the Company has, during the period under audit, complied with the statutory
provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place
i. there are no significant changes in internal controls over financial reporting during the year; to the extent, in the manner and subject to the reporting made hereinafter.
ii. there are no significant changes in accounting policies during the year; and We have examined the books, papers, minute books, forms and returns filed and other records maintained by the
iii. there are no instances of significant fraud of which we have become aware. Company for the period under audit according to the provisions of:
i. The Companies Act, 2013 (“the Act”) and the Rules framed thereunder;
ii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; and
(Mukesh D. Ambani) (Srikanth Venkatachari)
Chairman and Managing Director Chief Financial Officer iii. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign
Direct Investment and Overseas Direct Investments.
Place: Mumbai We have also examined compliance by the Company with the Secretarial Standard on Meetings of Board of Directors and
Date: July 21, 2023 its Committees (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries
of India.
During the period under audit, the Company has complied with the provisions of the Act, Rules, Regulations, Standards,
etc. mentioned above.
During the period under audit, provisions of the following Acts, Rules and Regulations were not applicable to
the Company:
i. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent they relate
to External Commercial Borrowings;
ii. The Securities Contracts (Regulation) Act, 1956 and the Rules framed thereunder;
iii. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992:-
a) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Act and dealing with clients;
b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015;
c) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
d) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; *

e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021;
Annexure A
f) The Securities and Exchange Board of lndia (lssue of Capital and Disclosure Requirements) Regulations, 2018;
g) The Securities and Exchange Board of lndia (lssue and Listing of Non-Convertible Securities) Regulations, 2021; To,
The Members,
h) The Securities and Exchange Board of lndia (Delisting of Equity Shares) Regulations, 2021; and Jio Platforms Limited
i) The Securities and Exchange Board of lndia (Buyback of Securities) Regulations, 2018. Office - 101, Saffron, Nr. Centre Point
Panchwati 5 Rasta, Ambawadi
*T
he Company being a material subsidiary of Reliance Industries Limited (“RIL”) as defined in Regulation Ahmedabad - 380006
16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, certain
employees of the Company have been categorized as “Designated Persons” and are covered by the RIL’s Re : Secretarial Audit Report of even date is to be read along with this letter.
Code of Conduct framed under The Securities and Exchange Board of India (Prohibition of Insider Trading) 1. The compliance of the provisions or corporate and other applicable laws, rules, regulations, standards, is the
Regulations, 2015, of RIL. responsibility of management. Our examination was limited to the verification of procedures on test-check basis.
iv. The Company has not entered into any listing agreements with the stock exchanges. 2. Maintenance of secretarial records is the responsibility of the management. Our responsibility is to express an opinion
We further report that - on these secretarial records based on our audit.
The Board of Directors of the Company is duly constituted with proper balance of Executive Director, Non-Executive 3. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the correctness of the contents of the secretarial records. The verification was done on test check basis to ensure that
period under audit were carried out in compliance with the provisions of the Act. correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a
reasonable basis for our opinion.
Adequate notices were given to all directors of the Company about the schedule of the Meetings of the Board (including
Meetings of Committee), except where consent of the directors were received for scheduling meeting at a shorter notice. 4. We have not verified the correctness and appropriateness of financial records and Books of Accounts of
Agenda and detailed notes on agenda were also sent to all the directors of the Company at least seven days in advance, the Company.
except where consent of directors were received for circulation of the Agenda and notes on Agenda at a shorter notice. A 5. Wherever required, we have obtained management representation about the compliance of laws, rules and
system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and regulations and happening of events, etc.
for ensuring meaningful participation by the directors at the meetings.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or
All decisions at the Meetings of the Board and its Committee were carried out unanimously as recorded in the minutes of effectiveness with which the management has conducted the affairs of the Company.
the meetings of the Board of Directors or Committees of the Board, as the case may be.
We further report that there are adequate systems and processes in the Company commensurate with its size and For BNP & Associates
operations to monitor and ensure compliance with the applicable laws, rules, regulations and guidelines. Company Secretaries
[Firm Regn. No. P2014MH037400]
We further report that during the period under audit, no specific events/actions have occurred which would have PR/No. 637/2019
major bearing on the Company’s affairs have taken place, in pursuance of the above referred laws, rules, regulations
and standards. Kalidas Ramaswami
Partner
For BNP & Associates FCS: 2440 / CP No. 22856
Company Secretaries UDIN: F002440E00145286
[Firm Regn. No. P2014MH037400] Date: 20/04/2023
PR/No. 637/2019 Place: Mumbai

Kalidas Ramaswami
Partner
FCS: 2440 / CP No. 22856
UDIN: F002440E00145286
Date: 20/04/2023
Place: Mumbai
Note: This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of
this report.

Secretarial Audit Report of Reliance Jio Infocomm Limited Based on such examination and having regard to the compliance system prevailing in the Company, we report that, the
Company has complied with the provisions of the above laws during the period under audit.
During the period under audit, provisions of the following Acts, Rules and Regulations were not applicable to
[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No.9 of the Companies the Company:
(Appointment and Remuneration of Managerial personnel) Rules, 2014]
1. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder with respect to Foreign
Direct Investment.
2. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992:
To (a) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
The Members relating to the Companies Act, 2013 and dealing with clients;
Reliance Jio Infocomm Limited,
(b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
Office – 101, Saffron, Nr. Centre Point
Panchwati 5 Rasta, Ambawadi (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
Ahmedabad 380006 (d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021;
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by Reliance Jio Infocomm Limited, (CIN: U72900GJ2007PLC105869) (hereinafter called the (e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;
‘Company’) for the financial year ended March 31, 2023 (‘period under audit’). Secretarial Audit was conducted in a manner (f) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018.
that provided us with a reasonable basis for evaluating the Company’s corporate conducts/statutory compliances and for
We further report that:
expressing our opinion thereon.
The Board of Directors of the Company is duly constituted with proper balance of Executive Director, Non-Executive
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records
Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the
maintained and provided to us including through access to the Company’s in-house portal as also the information
period under audit were carried out in compliance with the provisions of the Act.
provided by the Company, its officers, agents and authorized representatives, during the conduct of Secretarial Audit, we
hereby report that in our opinion, the Company has, during the period under audit, complied with the statutory provisions Adequate notice was given to all directors of the Company of the schedule of the meetings of the Board (including
listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the meetings of the Committees) except where consent of directors was received for holding the meeting at a shorter notice.
extent, in the manner and subject to the reporting made hereinafter. Agenda and detailed notes on Agenda were also sent to all the directors of the Company at least seven days in advance,
except in cases where consent of directors was received for circulation of the Agenda and notes on Agenda at a shorter
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the
notice. A system exists for seeking and obtaining further information and clarifications on the agenda items before the
Company for the period under audit according to the provisions of:
meetings and for meaningful participation by the directors at the meetings.
I. The Companies Act, 2013 (“the Act”) and the Rules made thereunder;
All decisions at the meetings of the Board and the meetings of the Committees were carried out unanimously as recorded
II. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.
III. The Securities Contracts (Regulation) Act, 1956 and the Rules made thereunder;
We further report that there are adequate systems and processes in the Company, which are commensurate with its size
IV. The Foreign Exchange Management Act, 1999 and the Rules/ Regulations made thereunder to the extent of and operations, to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
Overseas Direct Investments and External Commercial Borrowings;
We further report that during the period under audit, the following specific events / actions having major bearing on the
V. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;
Company’s affairs have taken place in pursuance of the above referred laws, rules, regulations and standards:
VI. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
As on March 31, 2023, 50,000 6.20% Unsecured Redeemable Non-Convertible Debentures of face value of C 10 lakh i) The Company has raised External Commercial Borrowings by way of foreign currency syndicated term loans of up to
each, aggregating to C 5,000 crore, were listed on BSE Limited and the National Stock Exchange of India Limited. USD 1,000 million.
VII. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, including maintenance ii) The Company has issued Commercial Papers (“CPs”), in one or more tranches, which were listed on the BSE Limited
of a ‘Structural Digital Database’. in accordance with the provisions of SEBI Operational Circular bearing no. SEBI/HO/DDHS/P/CIR/2021/613 dated
August 10, 2021. As on March 31, 2023, CPs amounting to C 5,200 crore were outstanding and listed on BSE Limited.
We have also examined compliance by the Company with the applicable clauses of the Secretarial Standard on Meetings
of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company
For BNP & Associates
Secretaries of India and notified by Central Government under Section 118(10) of the Act and mandatorily applicable to
Company Secretaries
the company.
[Firm Reg No: P2014MH037400]
During the period under audit, the Company has complied with the provisions of the Act, Rules, Regulations, Standards, PR No : 637/2019
as mentioned above,
Kalidas Ramaswami
We have also examined, on test-check basis, the relevant documents and records maintained by the Company according
Partner
to the following laws applicable specifically to the Company:
Date: April 21, 2023 FCS : 2440 / COP: 22856
1. The Indian Telegraph Act, 1885; Place: Mumbai (UDIN: F002440E000163326)
2. The Indian Wireless Telegraphy Act, 1933;
3. The Telecom Regulatory Authority of India Act, 1997; Note: This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of
this report.
4. The Information Technology Act, 2000;
5. The Aadhaar and Other Laws (Amendment) Act, 2019

Annexure - A Secretarial Audit Report of Reliance Retail Limited

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
To
(Appointment and Remuneration of Managerial Personnel), Rules, 2014]
The Members,
Reliance Jio Infocomm Limited
Office - 101, Saffron, Nr. Centre Point To,
Panchwati 5 Rasta, Ambawadi The Members,
Ahmedabad, 380006 Reliance Retail Limited
Re: Secretarial Audit Report of even date is to be read along with this letter. 3rd Floor, Court House
Lokmanya Tilak Marg
1. Maintenance of secretarial records is the responsibility of the Management. Our responsibility is to express an opinion Dhobi Talao, Mumbai- 400 002
on the secretarial records based on our audit.
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to
2. We have followed the audit practices and processes as were considered appropriate to obtain reasonable assurance good corporate practices by Reliance Retail Limited (“the Company”). Secretarial Audit was conducted in a manner
about the correctness of the contents of the secretarial records. The verification was done on test-check basis to that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our
ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed opinion thereon.
provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of Management’s responsibility
the Company. The Management along with the Board of Directors are responsible for ensuring that the Company complies with the
4. Wherever required, we have obtained Management representation about the compliance of laws, rules and provisions of all applicable laws and maintains the required statutory records and documents in the prescribed manner.
regulations and happening of material events, etc.
Auditor’s responsibility
5. The compliance of the provisions or corporate and other applicable laws, rules, regulations, standards, is the
responsibility of the Management. Our examination was limited to the verification of procedures on test-check basis. Based on audit, our responsibility is to express an opinion on the compliance with the applicable laws and maintenance of
records by the Company. We conducted our audit in accordance with the auditing standards CSAS 1 to CSAS 4 (“CSAS”)
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or prescribed by the Institute of Company Secretaries of India. These standards require that the auditor complies with
effectiveness with which the Management has conducted the affairs of the Company. statutory and regulatory requirements and plans and performs the audit to obtain reasonable assurance about compliance
with applicable laws and maintenance of records.
For BNP & Associates
Company Secretaries Due to the inherent limitations of an audit including internal, financial and operating controls, there is an unavoidable risk
[FRN: P2014MH037400] that some misstatements or material non-compliances may not be detected, even though the audit is properly planned
PR No : 637/2019 and performed in accordance with the CSAS.
Kalidas Ramaswami Basis for Opinion

Partner We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
Date: April 21, 2023 FCS : 2440 / COP: 22856 correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts
Place: Mumbai (UDIN: F002440E000163326) are reflected in the secretarial records. We believe that the processes and practices, we followed provide a reasonable basis
for our opinion.
Opinion
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records
maintained by the Company and provided as scanned copies in physical or electronic mode or through permitted access
to the Company’s in-house portal and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during
the audit period covering the financial year ended on March 31, 2023 (“the Financial Year”), complied with the statutory
provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place
to the extent, in the manner and subject to the reporting made hereinafter.
Company for the Financial Year according to the provisions of:
i) The Companies Act, 2013 (“the Act”) and the rules made thereunder;
ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder - Not Applicable to the
Company during the Audit Period;

iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; We further report that the Company has devised a system which enables the directors to seek and obtain further
information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Overseas
Direct Investment; All decisions made at Board Meetings and Committee Meetings have unanimous consent of directors (excluding the
directors who are concerned or interested in specific items) as recorded in the minutes of the meetings of the Board of
v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992
Directors or Committees of the Board, as the case may be.
(‘SEBI Act’):-
We further report that having regard to the compliance system prevailing in the Company and as per explanations
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011-
and management representations obtained and relied upon by us the Company has adequate systems and processes
Not Applicable to the Company during the Audit Period;
commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws,
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015- Not Applicable rules, regulations and guidelines.
to the Company during the Audit Period;
We further report that, during the audit period the Company has done the following transactions in due compliance
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018- with the applicable provisions of the Act:
Not Applicable to the Company during the Audit Period;
1. Borrowed funds from banks and body corporate pursuant to sections 179 and 180 of the Act;
d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2. Sale and / or transfer of investments in securities.
2021 - Not Applicable to the Company during the Audit Period;
e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 For Shashikala Rao & Co.
Not Applicable to the Company during the Audit Period; Company Secretaries
ICSI Unique Code: P2010MH067400
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,
PR 845/2020
1993 regarding the Companies Act and dealing with client - Not Applicable to the Company during the

Audit Period;
Shashikala Rao
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021- Not Applicable to Partner
the Company during the Audit Period; and Place: Mumbai FCS: 3866 CP No. 9482
Date: April 20, 2023 UDIN: F003866E000157461
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - Not Applicable to the
Company during the Audit Period.
We have also examined compliance with:
i) Applicable Secretarial Standards issued by the Institute of Company Secretaries of India; and
ii) The Listing Agreements entered into by the Company with Stock Exchange(s) and the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 - Not Applicable to the Company during the Audit Period;
During the audit period, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above.
We further report that, the Company has identified the following laws as specifically applicable to the Company:
i) The Food Safety and Standards Act, 2006 and Rules;
ii) The Legal Metrology Act 2009 and Rules;
iii) State Agriculture Produce Marketing Act;
iv) The Bureau of Indian Standards Act, 2016;
v) The Trade Marks Act, 1999.
We further report that-
The Board of Directors of the Company is constituted comprising Executive Director, Non-Executive Directors including
one woman director and Independent Directors. The changes in the Board of Directors that took place during the audit
period were carried out in compliance with the provisions of the Act.
During the audit period, four Board meetings were convened and held. Seven days advance notice was given to all
directors to schedule the Board meetings and to the respective directors for Committee meetings, except for one
Nomination and Remuneration Committee meeting which was held at shorter notice with the consent of the directors.
The agenda and detailed notes on agenda were sent at least seven days in advance for the Board and Committee
meetings, except for one Nomination and Remuneration Committee meeting which was convened at shorter notice with
the consent of directors.

Annexure to the Secretarial Audit Report Secretarial Audit Report of Reliance Retail Ventures Limited
For the Financial Year ended 31st March, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
To
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
The Members
Reliance Retail Limited
Our report of even date is to be read along with this letter:
1. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the To,
Company and financial statements and disclosures made therein. The Members,
Reliance Retail Ventures Limited
2. Wherever required, we have obtained a Management Representation about the compliance of laws, rules and CIN: U51909MH2006PLC166166
regulations and happening of events, etc. 4th Floor, Court House,
3. The Secretarial Audit report is neither an assurance as to future viability of the Company nor of the efficiency or Lokmanya Tilak Marg,
effectiveness with which the management has conducted the affairs of the Company. Dhobi Talao,
Mumbai- 400002
For Shashikala Rao & Co. We have conducted the Secretarial Audit of the compliance with applicable statutory provisions and the adherence to
Company Secretaries good corporate practices by Reliance Retail Ventures Limited (hereinafter called the “Company”) for the Financial Year
ICSI Unique Code: P2010MH067400 ended 31st March, 2023. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating
PR 845/2020 the corporate conducts/statutory compliances and expressing our opinion thereon.

Shashikala Rao Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records
Partner maintained by the Company and furnished to us through access to the Company’s in-house portal and also the
Place: Mumbai FCS: 3866 CP No. 9482 information provided by the Company, its officers, agents and authorized representatives during the conduct of
Date: April 20, 2023 UDIN: F003866E000157461 secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial
year ended on 31st March 2023, complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter:
Company for the financial year ended on 31st March, 2023 according to the provisions of:
i. The Companies Act, 2013 (‘the Act’) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder - Not Applicable as the
Securities of the Company are not listed on any Stock Exchange.
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv. The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of
Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings: Not Applicable to the
extent of External Commercial Borrowings;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992
(‘SEBI Act’) : are Not Applicable as the Securities of the Company are not listed on any Stock Exchange;
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011-
except to the extent of being a promoter as defined, of a listed entity;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
d. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021;
e. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;
f. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;
g. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

h. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;
Annexure A
i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015;
vi. Framework/ Operational Circular for Issue and Listing of Commercial Papers issued by Securities and Exchange To,
Board of India including amendments thereto The Members,
Reliance Retail Ventures Limited
The Management of the Company has confirmed that there are no laws identified which are specifically applicable to CIN: U51909MH2006PLC166166
the Company. 4th Floor, Court House,
We have also examined compliance with the applicable Standards/Regulations of the following: LokmanyaTilakMarg,
Dhobi Talao,
(i) Secretarial Standards with regard to Meeting of the Board of Directors (SS-1) and General Meetings (SS-2) issued by Mumbai- 400002
The Institute of Company Secretaries of India;
Our Secretarial Audit Report for the financial year ended 31st March 2023 of even date is to be read along with this letter.
(ii) The Listing Agreements entered into by the Company with the Stock Exchanges: Applicable to the extent of
Commercial Papers listed during the period under review.
Management’s Responsibility
During the period under audit, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, 1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems
Standards, etc. mentioned above. to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are
We further report that: - adequate and operate effectively.
→
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non- Auditor’s Responsibility
Executive Directors including a Woman Director and Independent Directors. No changes in the composition of the 2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the
Board of Directors took place during the period under audit. Company with respect to secretarial compliances.
→
Adequate notice is given to all Directors of the schedule of the Board Meetings (including Committees Meetings). 3. We have conducted the Audit as per the applicable Auditing Standards issued by the Institute of Company
Agenda and detailed notes on agenda were also sent atleast seven days in advance, except where consent of Secretaries of India.
directors was received for circulation of the Agenda and notes on Agenda at a shorter notice. A system exists
for seeking and obtaining further information and clarifications on the agenda items before the meeting and for 4. We believe that audit evidence and information obtained from the Company’s management is adequate and
meaningful participation by the directors at the meeting. appropriate for us to provide a basis for our opinion.
→
As recorded in the Minutes of Board/Committee Meetings, all decisions of the Board and Committees thereof were 5. Wherever required, we have obtained reasonable assurance about whether the statements prepared, documents or
carried out unanimously. Records, in relation to Secretarial Audit, maintained by the Auditee, are free from misstatement.
6. Wherever required, we have obtained the Management’s representation about the compliance of laws, rules and
We further report that based on review of compliance mechanism established by the Company and on the basis of regulations and happening of events, etc
the Compliance Certificate(s) issued by the Company Secretary based on the certificates issued by functional heads and
taken on record by the Board of Directors at their meeting(s), we are of the opinion that there are adequate systems and
processes in place which commensurate with size and operations of the Company, to monitor and ensure compliance with
Disclaimer
all applicable laws, rules, regulations and guidelines. 7. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
We further report that during the financial year under audit, there were no event/actions which occurred, having a major
bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc: 8. We have not verified the correctness and appropriateness of financial records and Books of Accounts of
the Company.
The Report is to be read with our letter of even date which is annexed as Annexure A hereto and forms an integral part of
this report. For S. N. ANANTHASUBRAMANIAN & Co.
Company Secretaries
For S. N. ANANTHASUBRAMANIAN & Co. ICSI Unique Code: P1991MH040400
Company Secretaries Peer Review Cert. No.: 606/2019
ICSI Unique Code: P1991MH040400
Peer Review Cert. No.: 606/2019
Aparna Gadgil
Partner
Aparna Gadgil ACS: 14713| COP No.: 8430
Partner ICSI UDIN: A014713E000159440
ACS: 14713| COP No.: 8430 21st April, 2023 | Thane
ICSI UDIN: A014713E000159440
21st April, 2023 | Thane

Independent Auditor’s Report on compliance with the conditions of Opinion

Corporate Governance as per provisions of Chapter IV of Securities 10. Based on our examination of the relevant records and according to the information and explanations provided
and Exchange Board of India (Listing Obligations and Disclosure to us and the representations provided by the Management, we certify that the Company has complied with the
conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and
Requirements) Regulations, 2015 para C and D of Schedule V of the Listing Regulations during the year ended March 31, 2023,
11. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
To effectiveness with which the Management has conducted the affairs of the Company.
The Members of,
Reliance Industries Limited Restriction on Use
1. This certificate is issued in accordance with the terms of our engagement letter dated October 13, 2022. 12. This report is addressed to and provided to the members of the Company solely for the purpose of enabling it to
comply with its obligations under the Listing Regulations and should not be used by any other person or for any
2. We, Deloitte Haskins & Sells LLP, Chartered Accountants and Chaturvedi & Shah LLP, Chartered Accountants, the other purpose. Accordingly, we do not accept or assume any liability or any duty of care or for any other purpose or
Statutory Auditors of Reliance Industries Limited (“the Company”), have examined the compliance of conditions to any other party to whom it is shown or into whose hands it may come without our prior consent in writing. We
of Corporate Governance by the Company, for the year ended on March 31, 2023, as stipulated in regulations 17 to have no responsibility to update this report for events and circumstances occurring after the date of this report.
27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the Listing Regulations). This report is required by the Company for
annual submission to the stock exchange and to be sent to the Shareholders of the Company.
For Deloitte Haskins & Sells LLP For Chaturvedi & Shah LLP
Chartered Accountants Chartered Accountants
Managements’ Responsibility Firm’s Registration No. 117366W/W-100018 Firm’s Registration No. 101720W/W-100355
3. The compliance of conditions of Corporate Governance is the responsibility of the Management including the
preparation and maintenance of all relevant supporting records and documents. This responsibility also includes Abhijit A. Damle Sandesh Ladha
the design, implementation and maintenance of internal control and procedures to ensure the compliance with the Partner Partner
conditions of the Corporate Governance stipulated in Listing Regulations. Membership No. 102912 Membership No. 047841
UDIN: 23102912BGXWAZ1106 UDIN: 23047841BGVNMQ5694
Auditor’s Responsibility
4. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for Place: Mumbai Place: Mumbai
ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of Date: July 21, 2023 Date: July 21, 2023
opinion on the financial statements of the Company.
5. We have examined the books of account and other relevant records and documents maintained by the Company
for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by
the Company.
6. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note
on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI),
the Standards on Auditing specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the
purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the
ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality
Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and
Related Services Engagements.
8. The procedures selected depend on the auditor’s judgement, including the assessment of the risks associated
in compliance of the Corporate Governance Report with the applicable criteria. The procedures include but
not limited to verification of secretarial records and financial information of the Company and obtained
necessary representations.
9. The procedures also include examining evidence supporting the particulars in the Corporate Governance Report on
a test basis. Further, our scope of work under this report did not involve us performing audit tests for the purposes
of expressing an opinion on the fairness or accuracy of any of the financial information or the financial statements of
the Company taken as a whole.

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Corporate Overview Management Review Governance Financial Statements

CORPORATE GOVERNANCE REPORT

228 Reliance Industries Limited Integrated Annual Report 2022-23 229

CORPORATE GOVERNANCE REPORT

230 Reliance Industries Limited Integrated Annual Report 2022-23 231

CORPORATE GOVERNANCE REPORT

monitoring system (iRCMS) to Responsibility and Sustainable Shareholders’ • Strategic Planning

232 Reliance Industries Limited Integrated Annual Report 2022-23 233

CORPORATE GOVERNANCE REPORT

Appointed Areas of expertise Appointed Areas of expertise

Raminder Singh Gujral • Financial, Regulatory / Legal & Nil

234 Reliance Industries Limited Integrated Annual Report 2022-23 235

CORPORATE GOVERNANCE REPORT

Appointed Areas of expertise Appointed Areas of expertise

CORPORATE GOVERNANCE REPORT

are given below: with the operations of the Company.

238 Reliance Industries Limited Integrated Annual Report 2022-23 239

CORPORATE GOVERNANCE REPORT

240 Reliance Industries Limited Integrated Annual Report 2022-23 241

CORPORATE GOVERNANCE REPORT

Meeting and Attendance Meeting and Attendance

Risk Management Committee 1 Dr. Shumeet Banerji Chairman

Brief terms of reference

• Oversee implementation / Monitoring of Risk Management Plan and Policy.

April 21, 2022 Yes Yes - 100%

242 Reliance Industries Limited Integrated Annual Report 2022-23 243

CORPORATE GOVERNANCE REPORT

Stakeholders’ Relationship Committee Type of Complaints

Meeting and Attendance

244 Reliance Industries Limited Integrated Annual Report 2022-23 245

CORPORATE GOVERNANCE REPORT

The details of material subsidiaries is given below:- General Body Meetings

246 Reliance Industries Limited Integrated Annual Report 2022-23 247

CORPORATE GOVERNANCE REPORT

248 Reliance Industries Limited Integrated Annual Report 2022-23 249

CORPORATE GOVERNANCE REPORT

Credit Rating FY 2022-23 -11.50% 0.72% -11.53% -0.60%

Stock Market Price Data 57,500 2,550

250 Reliance Industries Limited Integrated Annual Report 2022-23 251

CORPORATE GOVERNANCE REPORT

252 Reliance Industries Limited Integrated Annual Report 2022-23 253

CORPORATE GOVERNANCE REPORT

254 Reliance Industries Limited Integrated Annual Report 2022-23 255

CORPORATE GOVERNANCE REPORT

256 Reliance Industries Limited Integrated Annual Report 2022-23 257

CORPORATE GOVERNANCE REPORT

Compliance of Corporate Governance requirements specified under Regulations 17 to 27 and Sr.

258 Reliance Industries Limited Integrated Annual Report 2022-23 259

CORPORATE GOVERNANCE REPORT

Particulars Website link

260 Reliance Industries Limited Integrated Annual Report 2022-23 261

CORPORATE GOVERNANCE REPORT

CEO / CFO CERTIFICATE Secretarial Audit Report of Material Subsidiaries

262 Reliance Industries Limited Integrated Annual Report 2022-23 263

CORPORATE GOVERNANCE REPORT

264 Reliance Industries Limited Integrated Annual Report 2022-23 265

CORPORATE GOVERNANCE REPORT

266 Reliance Industries Limited Integrated Annual Report 2022-23 267

CORPORATE GOVERNANCE REPORT