DISCLOSURE DOCUMENT DATED MARCH 5, 2019 · Disclosure Document for issue by way of private placement by Reliance Industries Limited (“RIL” or the “Company” or the “Issuer”)

Disclosure Document

For private circulation only

CIN - L17110MH1973PLC019786

Registered Office: 3rd Floor, Maker Chambers IV, 222, Nariman Point, Mumbai – 400 021 Compliance Officer: K. Sethuraman

Tel: +91-22-3555 5000; Fax: +91-22-2204 2268; E-mail: [email protected]; Website: www.ril.com

DISCLOSURE DOCUMENT DATED MARCH 5, 2019 Disclosure Document for issue by way of private placement by Reliance Industries Limited (“RIL” or the “Company” or the “Issuer”) of unsecured redeemable non-convertible debentures - PPD Series J (“Debentures”) of the face value of Rs. 10,00,000 each, with marketable lot of one, for cash aggregating to Rs. 6,000 Crore (“Base Issue Size”) with an option to retain oversubscription up to Rs. 1,000 Crore (“Green Shoe Amount” together with the Base Issue Size shall hereinafter be referred to as the “Issue Size”) aggregating to Rs. 7,000 Crore (“Issue”). The Issue would be under the electronic book mechanism for issuance of debt securities on private placement basis as per the Securities and Exchange Board of India (“SEBI”) circular no. SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018 and any amendments thereto (“SEBI EBP Circular”) read with the “Updated Operational Guidelines for issuance of Securities on Private Placement basis through an Electronic Book Mechanism” issued by BSE vide their Notice No. 20180928-24 dated September 28, 2018 and any amendments thereto (“BSE EBP Guidelines”, together with the SEBI EBP Circular referred to as the “Operational Guidelines”). The Company intends to use the BSE BOND-EBP Platform (as defined in Section 1 titled “Definitions”) for this Issue. THIS DISCLOSURE DOCUMENT IS BEING UPLOADED ON THE BSE BOND-EBP PLATFORM TO COMPLY WITH THE OPERATIONAL GUIDELINES AND AN OFFER WILL BE MADE BY ISSUE OF THE PRIVATE PLACEMENT OFFER CUM APPLICATION LETTER (“PPOAL”) AFTER COMPLETION OF THE BIDDING PROCESS ON ISSUE / BID CLOSING DATE TO SUCCESSFUL BIDDERS IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013, AS AMENDED, AND RULES ISSUED THEREUNDER. This document provides disclosures in accordance with the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 as amended (the “SEBI ILDS Regulations”) and provides additional disclosures in Section 4 (Additional Disclosures). The Eligible Participants (as defined in Section 1 titled “Definitions”) must evaluate the disclosures in the Disclosure Document for taking their investment decision.

GENERAL RISKS

Investment in debt and debt related securities involve a degree of risk and Eligible Participants should not invest any funds in the debt instrument, unless they understand the terms and conditions of the Issue, the risk factors set out in Annexure C (Management’s Perception of Risk Factors) and can afford to take the risks attached to such investments. For taking an investment decision, Eligible Participants must rely on their own examination of the Company and the Issue including the risks involved. The Issue of the Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. Eligible Participants are advised to take an informed decision and consult their tax, legal, financial and other advisers, regarding the suitability of the Debentures in the light of their particular financial circumstances, investment objectives and risk profile.

CREDIT RATING

The Debentures have been rated “CRISIL AAA/ Stable” (“CRISIL TRIPLE A rating with stable outlook”) by CRISIL Limited and “[ICRA] AAA (Stable)” (“ICRA TRIPLE A rating with stable outlook”) by ICRA Limited and “CARE AAA/ Stable” (“CARE TRIPLE A rating with stable outlook”) by CARE Ratings Limited (CRISIL Limited, ICRA Limited and CARE Ratings Limited are hereinafter collectively referred to as the “Credit Rating Agencies”). This indicates “highest degree of safety” with respect to timely payment of interest and principal on the Debentures. The ratings are not a recommendation to buy, sell or hold the Debentures and Eligible Participants should take their own decision. The ratings may be subject to suspension, revision or withdrawal at any time by the assigning Credit Rating Agencies. Each of the Credit Rating Agencies have a right to revise, suspend or withdraw the rating at any time on the basis of factors such as new information or unavailability of information or other circumstances which the Credit Rating Agencies believe may have an impact on its rating. Please refer to Annexures L, M and N to this Disclosure

Document for rating letters by the Credit Rating Agencies.

LISTING

The Debentures are proposed to be separately listed on the Wholesale Debt Market segment of the National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”). NSE and BSE shall be collectively referred to as the “Stock Exchanges”. BSE shall be the designated stock exchange for the Issue. The Issuer shall comply with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “SEBI LODR Regulations”) to the extent applicable to it on a continuous basis. NSE has given its in-principle listing approval for the Debentures proposed to be offered through this Disclosure Document vide its letter dated March 5, 2019 and BSE has given its in-principle listing approval for the Debentures proposed to be offered through this Disclosure Document vide its letter dated March 5, 2019. Please refer to Annexures O and P to this Disclosure Document for the in-principle listing approvals.

ISSUE PROGRAMME

ISSUE OPENING DATE ISSUE CLOSING DATE PAY IN DATE DEEMED DATE OF ALLOTMENT

March 7, 2019 March 7, 2019 March 8, 2019 March 8, 2019

The Issuer reserves the right to change the Issue Programme including the Deemed Date of Allotment (as defined hereinafter) at its sole discretion in accordance with the timelines specified in the Operational Guidelines, without giving any reasons or prior notice. The Issue will be open for bidding as per bidding window that would be communicated through the BSE BOND-EBP Platform.

The Issue shall be subject to the provisions of the Companies Act, the rules notified thereunder SEBI ILDS Regulations, the Memorandum and Articles of Association of the Issuer, the terms and conditions of the Disclosure Document filed with the Stock Exchanges and other documents in relation to the Issue.

DEBENTURE TRUSTEE REGISTRAR & TRANSFER AGENT

Axis Trustee Services Limited

The Ruby, 2nd Floor, SW 29, Senapati Bapat Marg, Dadar

West Mumbai – 400 028, Maharashtra, India Tel: 91-22–6230 0451

E-mail: [email protected]

Karvy Fintech Private Limited

Karvy Selenium Tower B, Plot 31-32 Gachibowli Financial District, Nanakramguda,

Hyderabad – 500 032, Telangana, India

Tel: +91-40-6716 1700 Fax: +91-40-6716 1680

Toll Free: 1800 425 8998 E-mail: [email protected]

Strictly Confidential Disclosure Document


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TABLE OF CONTENTS

DISCLAIMER .................................................................................................................................. 3

1. DEFINITIONS AND ABBREVIATIONS ............................................................................. 8

2. ISSUER INFORMATION .................................................................................................. 13

2.1 About the Issuer ............................................................................................................. 13

2.2 Brief summary of Business/ Activities of the Issuer and its line of Business ........ 16

2.2.1 Overview .......................................................................................................................... 16

2.2.2 Corporate Structure ....................................................................................................... 30

2.2.3 Key Operational and Financial Parameters for the last 3 Audited years*** ............. 33

2.2.4 Project cost and means of financing, in case of funding new projects ................... 35

2.2.5 Objects of the Issue ....................................................................................................... 35

2.3 Brief history of the Issuer since its incorporation ...................................................... 35

2.3.1 Details of Share Capital as on last quarter end i.e. December 31, 2018 .................. 35

2.3.2 Changes in Capital structure as on last quarter end, i.e. December 31, 2018 for the last 5 years* ..................................................................................................................... 36

2.3.3 Equity Share Capital History of the Company as on last quarter end i.e. December 31, 2018 for the last 5 Years .......................................................................................... 36

2.3.4 Details of any Acquisition or Amalgamation in the last 1 year ................................. 39

2.3.5 Details of any Reorganization or Reconstruction in the last 1 year ......................... 42

2.4 Details of the shareholding of the Company as on the latest quarter end i.e. December 31, 2018 ......................................................................................................... 42

2.4.1 Shareholding pattern of the Company as on last quarter end i.e. December 31, 2018* .......................................................................................................................................... 42

2.4.2 List of top 10 holders of equity shares of the Company as on the latest quarter end i.e. December 31, 2018 ................................................................................................... 43

2.5 Details regarding the Directors of the Company ........................................................ 43

2.5.1 Details of the current Directors of the Company as of the date of this Disclosure Document ........................................................................................................................ 43

2.5.2 Details of change in Directors since last three years ................................................ 46

2.6 Details regarding the Auditors of the Company ......................................................... 47

2.6.1 Details of the statutory auditors of the Company ....................................................... 47

2.6.2 Details of change in statutory auditors since last three years ................................. 47

2.7 Details of borrowings of the Company as on latest quarter ended i.e. December 31, 2018 .................................................................................................................................. 48

2.7.1 Details of Secured Loan Facilities* .............................................................................. 48

2.7.2 Details of Unsecured Loan Facilities (as on December 31, 2018)* ........................... 48

2.7.3 Details of NCDs as of December 31, 2018 ................................................................... 57

2.7.4 List of top 10 Debenture Holders as on December 31, 2018 ..................................... 59

2.7.5 The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, group company, etc.) on behalf of whom it has been issued as on December 31, 2018 .............................................. 63

2.7.6 Details of Commercial Papers....................................................................................... 64

2.7.7 Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures/ Preference Shares) as on December 31, 2018 ................. 65

2.7.8 Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years ............................................. 65

2.7.9 Details of any outstanding borrowings taken/ debt securities issued where taken/ issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option ............................................ 66

2.8 Details of Promoters of the Company .......................................................................... 66



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2.8.1 Details of Promoter Holding in the Company as on the latest quarter end i.e. December 31, 2018 ......................................................................................................... 66

2.9 Abridged version of Financial information for the last 3 years ................................ 69

2.9.1 Abridged version of Audited Consolidated financial information for the last three years ................................................................................................................................ 69

2.9.2 Abridged version of Audited Standalone financial information for the last three years .......................................................................................................................................... 70

2.9.3 Abridged version of Latest Audited / Limited Review Half Yearly Consolidated financial information ...................................................................................................... 71

2.9.4 Abridged version of Latest Audited / Limited Review Half Yearly Standalone financial information ...................................................................................................................... 71

2.9.5 Abridged version of Latest Audited / Limited Review Quarterly Consolidated financial information ...................................................................................................... 72

2.9.6 Abridged version of Latest Audited / Limited Review Quarterly Stand-alone financial information ...................................................................................................................... 72

2.10 Any material event/ development or change having implications on the financials/ credit quality (i.e. any material regulatory proceedings against the Issuer/ promoters, tax litigations resulting in material liabilities, corporate restructuring event etc.) at the time of issue which may affect the issue or the investor’s decision to invest/ continue to invest in the debt securities. ................................................... 73

2.11 Debenture Trustee .......................................................................................................... 73

2.12 Credit Rating of Debentures .......................................................................................... 73

2.13 Guarantee or comfort for the Debentures ................................................................... 74

2.14 Consent letter from the Debenture Trustee ................................................................. 74

2.15 Listing of Debentures ..................................................................................................... 74

2.16 Other Details ................................................................................................................... 74

3. ISSUE DETAILS .............................................................................................................. 89

4. ADDITIONAL DISCLOSURES ........................................................................................ 95

5. DISCLOSURES PERTAINING TO WILFUL DEFAULT ............................................... 100

ANNEXURE A ............................................................................................................................ 102

ANNEXURE B ............................................................................................................................ 103

ANNEXURE C ............................................................................................................................ 114

ANNEXURE D ............................................................................................................................ 130

ANNEXURE E ............................................................................................................................. 131

ANNEXURE F ............................................................................................................................. 132

ANNEXURE G ............................................................................................................................ 133

ANNEXURE H ............................................................................................................................ 140

ANNEXURE I .............................................................................................................................. 144

ANNEXURE J ............................................................................................................................. 148

ANNEXURE K ............................................................................................................................ 149

ANNEXURE L ............................................................................................................................. 150

ANNEXURE M ............................................................................................................................ 151

ANNEXURE N ............................................................................................................................ 153

ANNEXURE O ............................................................................................................................ 156

ANNEXURE P ............................................................................................................................. 157

ANNEXURE Q ............................................................................................................................ 158

ANNEXURE R ............................................................................................................................ 163



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DISCLAIMER This Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus and should

not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act.

The issue of Debentures to be listed on NSE and BSE is being made strictly on a private placement

basis. This Disclosure Document is not intended to be circulated to any person other than the Eligible

Participants. Multiple copies hereof given to the same entity shall be deemed to be given to the same

person and shall be treated as such. This Disclosure Document does not constitute and shall not be

deemed to constitute an offer or a private placement of the Debentures under the Companies Act or to

the public in general. The contents of this Disclosure Document should not be construed to be an offer

within the meaning of Section 42 of the Companies Act. This Disclosure Document shall be

uploaded on the BSE BOND-EBP Platform to comply with the Operational Guidelines and an

offer shall only be made upon the issue of the PPOAL to successful bidders after the completion

of the bidding process.

This Disclosure Document has been prepared in conformity with the SEBI ILDS Regulations and

Companies Act to provide general information about the Issuer and the Debentures to Eligible

Participants and shall be uploaded on the BSE BOND-EBP Platform to facilitate invitation of bids. This

Disclosure Document shall be available on the wholesale debt market segment of the BSE and NSE

website after the final listing of the Debentures. This Disclosure Document does not purport to contain

all the information that any Eligible Participant may require. Neither this Disclosure Document nor any

other information supplied in connection with the Issue is intended to provide the basis of any credit or

other evaluation and any recipient of this Disclosure Document should not consider such receipt a

recommendation to subscribe to the Issue or purchase any Debentures. Each Eligible Participant

contemplating subscribing to the Issue or purchasing any Debentures should make its own independent

investigation of the financial condition and affairs of the Issuer and its own appraisal of the

creditworthiness of the Issuer as well as the structure of the Issue. Eligible Participants should consult

their own financial, legal, tax and other professional advisors as to the risks and investment

considerations arising from an investment in the Debentures. It is the responsibility of successful

bidders to also ensure that they will sell these Debentures strictly in accordance with this Disclosure

Document and Applicable Laws, so that the sale does not constitute an offer to the public, within the

meaning of the Companies Act. Neither the intermediaries, nor their agents, nor advisors associated

with the Issue undertake to review the financial condition or any of the affairs of the Issuer contemplated

by this Disclosure Document or have any responsibility to advise any Eligible Participant or successful

bidders on the Debentures of any information coming to the attention of any other intermediary.

The Issuer confirms that, as of the date hereof, this Disclosure Document (including the documents

incorporated by reference herein, if any) contains all information in accordance with the SEBI ILDS

Regulations that are material in the context of the Issue of the Debentures, and are accurate in all

material respects and does not contain any untrue statement of a material fact or omit to state any

material fact necessary to make the statements herein not misleading, in the light of the circumstances

under which they are made. No person has been authorised to give any information or to make any

representation not contained or incorporated by reference in this Disclosure Document or in any

material made available by the Issuer to any Eligible Participant pursuant hereto and, if given or made,

such information or representation must not be relied upon as having been authorised by the Issuer.

The legal advisor to the Issuer and any other intermediaries and their agents and advisors associated

with the Issue have not separately verified the information contained herein. Accordingly, the legal

advisors to the Issuer and other intermediaries associated with the Issue shall have no liability in relation

to the information contained in this Disclosure Document or any other information provided by the Issuer

in connection with the Issue.

This Disclosure Document and the contents hereof are restricted for providing information



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under SEBI ILDS Regulations for the purpose of inviting bids on the BSE BOND-EBP Platform

only from the Eligible Participants. An offer of private placement shall be made by the Issuer by

way of issue of the PPOAL to the successful bidders who have been addressed through a

communication by the Issuer and/ or the Arranger, and only such recipients are eligible to apply

to the Debentures. All Eligible Participants are required to comply with the relevant regulations/

guidelines applicable to them, including but not limited to the Operational Guidelines for

investing in this issue. The contents of this Disclosure Document and any other information

supplied in connection with this Disclosure Document or the Debentures are intended to be

used only by those Eligible Participants to whom it is distributed. It is not intended for

distribution to any other person and should not be reproduced or disseminated by the recipient.

The Issue of the Debentures will be under the electronic book mechanism as required in terms

of the Operational Guidelines.

No offer of private placement is being made to any persons other than the successful bidders on the

BSE BOND-EBP Platform to whom the PPOAL will be separately sent by or on behalf of the Issuer.

Any application by any person who is not a successful bidder (as determined in accordance with the

Operational Guidelines) shall be rejected without assigning any reason.

The person who is in receipt of this Disclosure Document shall maintain utmost confidentiality regarding

the contents of this Disclosure Document and shall not reproduce or distribute in whole or part or make

any announcement in public or to a third party regarding the contents of this Disclosure Document or

deliver this Disclosure Document or any other information supplied in connection with this Disclosure

Document or the Debentures to any other person, whether in electronic form or otherwise, without the

consent of the Issuer. Any distribution or reproduction of this Disclosure Document in whole or in part

or any public announcement or any announcement to third parties regarding the contents of this

Disclosure Document or any other information supplied in connection with this Disclosure Document or

the Debentures is unauthorized. Failure to comply with this instruction may result in a violation of the

Companies Act, the SEBI ILDS Regulations or other Applicable Laws of India and other jurisdictions.

This Disclosure Document has been prepared by the Issuer for providing information in connection with

the proposed Issue described in this Disclosure Document.

The Issuer does not undertake to update this Disclosure Document to reflect subsequent events after

the date of the Disclosure Document and thus it should not be relied upon with respect to such

subsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Disclosure Document nor any Issue made hereunder shall, under any

circumstances, constitute a representation or create any implication that there has been no change in

the affairs of the Issuer since the date hereof.

Each person receiving the Disclosure Document acknowledges that:

Such person has been afforded an opportunity to request and to review and has received all additional

information considered by it to be necessary to verify the accuracy of or to supplement the information

herein and such person has not relied on any intermediary that may be associated with issuance of

Debentures in connection with its investigation of the accuracy of such information or its investment

decision. Each such person in possession of this Disclosure Document should carefully read and retain

this Disclosure Document. However, each such person in possession of this Disclosure Document is

not to construe the contents of this Disclosure Document as investment, legal, accounting, regulatory

or tax advice, and such persons in possession of this Disclosure Document should consult their own

advisors as to all legal, accounting, regulatory, tax, financial and related matters concerning an

investment in the Debentures. Each person receiving this Disclosure Document acknowledges and



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confirms that he is not an arranger for the Debentures save and except Arranger as defined in this

Disclosure Document.

The Issuer does not undertake to update the Disclosure Document to reflect subsequent events after

the date of the Disclosure Document and thus it should not be relied upon with respect to such

subsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Disclosure Document nor any issue of Debentures made thereunder shall,

under any circumstances, constitute a representation or create any implication that there has been no

change in the affairs of the Issuer since the date hereof.

This Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or

solicitation by anyone in any jurisdiction other than in India in which such offer or solicitation is not

authorised or to any person to whom it is unlawful to make such an offer or solicitation. No action is

being taken to permit an offering of the Debentures or the distribution of this Disclosure Document in

any jurisdiction where such action is required. The distribution of this Disclosure Document and the

offer, sale, transfer, pledge or disposal of the Debentures may be restricted by law in certain

jurisdictions. Persons who have possession of this Disclosure Document are required to inform

themselves about any such restrictions. No action is being taken to permit an offering of the Debentures

or the distribution of this Disclosure Document in any jurisdiction other than India.

DISCLAIMER OF THE STOCK EXCHANGES

As required, a copy of this Disclosure Document shall be submitted to the Stock Exchanges for hosting

the same on their respective websites. It is to be distinctly understood that such submission of this

Disclosure Document with Stock Exchanges or hosting the same on their websites should not in any

way be deemed or construed that the document has been cleared or approved by the Stock Exchanges;

nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the

contents of this Disclosure Document; nor does it warrant that the Issuer’s Debentures will be listed or

continue to be listed on the Stock Exchanges; nor does it take responsibility for the financial or other

soundness of the Issuer, its promoters, its management or any scheme or project of the Issuer. Every

person who desires to apply for or otherwise acquire any Debentures of the Issuer may do so pursuant

to independent inquiry, investigation and analysis and shall not have any claim against the Stock

Exchanges whatsoever by reason of any loss which may be suffered by such person consequent to or

in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be

stated herein or any other reason whatsoever.

DISCLAIMER OF THE ARRANGER The Issuer has prepared this Disclosure Document and the Issuer is solely responsible for its contents.

The Issuer will comply with all laws, rules and regulations for the issuance of the Debentures. All the

information contained in this Disclosure Document has been provided by the Issuer or is from publicly

available information, and such information has not been independently verified by the Arranger. No

representation or warranty, expressed or implied, is or will be made, and no responsibility or liability is

or will be accepted, by the Arranger or its affiliates for the accuracy, completeness, reliability,

correctness or fairness of this Disclosure Document or any of the information or opinions contained

therein, and the Arranger hereby expressly disclaims, to the fullest extent permitted by law, any

responsibility for the contents of this Disclosure Document and any liability, whether arising in tort or

contract or otherwise, relating to or resulting from this Disclosure Document or any information or errors

contained therein or any omissions therefrom. By accepting this Disclosure Document, each Eligible

Participant agrees that the Arranger will not have any such liability.



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The role of the Arranger is confined to marketing, bidding for (wherever applicable and authorized) and

placement of the Debentures on the basis of this Disclosure Document as prepared by the Issuer. The

Arranger has neither scrutinized or vetted nor has it done any due-diligence for verification of the

contents of this Disclosure Document. The Arranger shall use this Disclosure Document for the purpose

of soliciting subscription from QIBs in the Debentures to be issued by the Issuer on private placement

basis. It is to be distinctly understood that the aforesaid use of this Disclosure Document by the Arranger

should not in any way be deemed or construed that the Disclosure Document has been prepared,

cleared, approved or vetted by the Arranger; nor does it in any manner warrant, certify or endorse the

correctness or completeness of any of the contents of this Disclosure Document; nor does it take

responsibility for the financial or other soundness of this Issuer, its promoters, its management or any

scheme or project of the Issuer. The Arranger or any of its directors, employees, affiliates or

representatives do not accept any responsibility and/or liability for any loss or damage arising of

whatever nature and extent in connection with the use of any of the information contained in this

Disclosure Document.

Nothing in this Disclosure Document constitutes an offer of securities for sale in any other jurisdiction,

other than India, where such offer or placement would be in violation of any law, rule or regulation.

DISCLAIMER OF SEBI

This Disclosure Document has not been filed with SEBI. The Debentures have not been recommended

or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document.

It is to be distinctly understood that this Disclosure Document should not, in any way, be deemed or

construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility for

the correctness of the statements made or opinions expressed in this Disclosure Document.

DISCLAIMER IN RESPECT OF JURISDICTION

This Disclosure Document does not constitute an offer to sell or an invitation to subscribe to the

Debentures herein, in any other jurisdiction and to any person to whom it is unlawful to make an offer

or invitation in such jurisdiction.

Any disputes arising out of this Issue will be subject to the jurisdiction of the courts in Mumbai,

Maharashtra, India.

FORCE MAJEURE

The Issuer reserves the right to withdraw the bid prior to the Issue / Bid Closing Date in accordance

with the Operational Guidelines, in the event of any unforeseen development adversely affecting the

economic and regulatory environment or otherwise.

CONFIDENTIALITY

By accepting a copy of this Disclosure Document or any other information supplied in connection with

this Disclosure Document or the Debentures, each recipient agrees that neither it nor any of its

employees or advisors will use the information contained herein for any purpose other than evaluating

the transaction described herein or will divulge to any other party any such information. This Disclosure

Document or any other information supplied in connection with this Disclosure Document or the

Debentures must not be photocopied, reproduced, extracted or distributed in full or in part to any person

other than the recipient without the prior written consent of the Issuer.

CAUTIONARY NOTE



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By bidding for the Debentures and when investing in the Debentures, the Eligible Participants

acknowledge that they: (i) are knowledgeable and experienced in financial and business matters, have

expertise in assessing credit, market and all other relevant risk and are capable of evaluating, and have

evaluated, independently the merits, risks and suitability of purchasing the Debentures, (ii) have not

requested the Issuer to provide it with any further material or other information, (iii) have not relied on

any investigation that any person acting on their behalf may have conducted with respect to the

Debentures, (iv) have made their own investment decision regarding the Debentures based on their

own knowledge (and information they have or which is publicly available) with respect to the Debentures

or the Issuer, (v) have had access to such information as deemed necessary or appropriate in

connection with purchase of the Debentures, (vi) are not relying upon, and have not relied upon, any

statement, representation or warranty made by any person, including, without limitation, the Issuer, and

(vii) understand that, by purchase or holding of the Debentures, they are assuming and are capable of

bearing the risk of loss that may occur with respect to the Debentures, including the possibility that they

may lose all or a substantial portion of their investment in the Debentures, and they will not look to the

Debenture Trustee appointed for the Debentures and/or legal advisor to the Issue for all or part of any

such loss or losses that they may suffer.

FORWARD LOOKING STATEMENTS

Certain statements in this Disclosure Document are not historical facts but are “forward-looking” in

nature. Forward-looking statements appear throughout this Disclosure Document. Forward-looking

statements include statements concerning the Issuer’s plans, financial performance etc., if any, the

Issuer’s competitive strengths and weaknesses, and the trends the Issuer anticipates in the industry,

along with the political and legal environment, and geographical locations, in which the Issuer operates,

and other information that is not historical information.

Words such as “aims”, “anticipate”, “believe”, “could”, “continue”, “estimate”, “expect”, “future”, “goal”,

“intend”, “is likely to”, “may”, “plan”, “predict”, “project”, “seek”, “should”, “targets”, “would” and similar

expressions, or variations of such expressions, are intended to identify and may be deemed to be

forward looking statements but are not the exclusive means of identifying such statements.

By their nature, forward-looking statements involve inherent risks and uncertainties, both general and

specific, and assumptions about the Issuer, and risks exist that the predictions, forecasts, projections

and other forward-looking statements will not be achieved.

Eligible Participants should be aware that a number of important factors could cause actual results to

differ materially from the plans, objectives, expectations, estimates and intentions expressed in such

forward-looking statements. These factors include, but are not limited, to:

a. compliance with laws and regulations, and any further changes in laws and regulations applicable

to India, especially in relation to the telecom sector;

b. availability of adequate debt and equity financing at reasonable terms;

c. our ability to effectively manage financial expenses and fluctuations in interest rates;

d. our ability to successfully implement our business strategy;

e. our ability to manage operating expenses;

f. performance of the Indian debt and equity markets; and



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g. general, political, economic, social, business conditions in Indian and other global markets.

By their nature, certain market risk disclosures are only estimates and could be materially different from

what actually occurs in the future. Although the Issuer believes that the expectations reflected in such

forward-looking statements are reasonable at this time, the Issuer cannot assure Eligible Participants

that such expectations will prove to be correct. Given these uncertainties, Eligible Participants are

cautioned not to place undue reliance on such forward-looking statements. If any of these risks and

uncertainties materialize, or if any of the Issuer’s underlying assumptions prove to be incorrect, the

Issuer’s actual results of operations or financial condition could differ materially from that described

herein as anticipated, believed, estimated or expected. All subsequent forward-looking statements

attributable to the Issuer are expressly qualified in their entirety by reference to these cautionary

statements. As a result, actual future gains or losses could materially differ from those that have been

estimated. The Issuer undertakes no obligation to update forward-looking statements to reflect events

or circumstances after the date hereof.

Forward looking statements speak only as of the date of this Disclosure Document. None of the Issuer,

its Directors, its officers or any of their respective affiliates or associates has any obligation to update

or otherwise revise any statement reflecting circumstances arising after the date hereof or to reflect the

occurrence of underlying events, even if the underlying assumptions do not come to fruition.

1. DEFINITIONS AND ABBREVIATIONS

In this Disclosure Document, unless the context otherwise requires, the terms defined, and abbreviations expanded below shall have the same meaning as stated in this section. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto.

Further, unless otherwise indicated or the context otherwise requires, all references to “the Company”, “our Company”, “RIL”, “Issuer”, “we”, “us” or “our” is to Reliance Industries Limited and references to “you” are to the Eligible Participants, as the case may be, in the Debentures.

Words denoting singular number shall include plural number and vice versa. Words denoting

any gender shall include any other gender. Words denoting persons shall include companies

and bodies corporate.

TERM DESCRIPTION

Articles or Articles of Association

Articles of Association of RIL, as amended from time to time

Applicable Law Any statute, national, state, provincial, local, municipal, foreign, international, multinational or other law, treaty, code, regulation, ordinance, rule, judgment, order, decree, bye-law, approval of any Governmental Authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law of any of the foregoing by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the date of this Disclosure Document or at any time thereafter in India

Application Form Application form forming part of the PPOAL to be issued by the

Issuer, after completion of the bidding process

Auditors S R B C & Co LLP, Chartered Accountants and D T S & Associates, Chartered Accountants



9

TERM DESCRIPTION

Base Issue Size 60,000 (Sixty Thousand) Unsecured Redeemable Non-Convertible Debentures – PPD Series J of the face value of Rs. 10 Lakh each, aggregating up to Rs. 6,000 Crore

Board or Board of Directors

The Board of Directors of RIL

Business Day A day (except for a Saturday or Sunday) on which commercial banks are open for general business in Mumbai (Maharashtra)

Business Day Convention

If any of the Coupon Payment Date(s), other than the ones falling on the Redemption Date, falls on a day that is not a Business Day, the payment shall be made by the Issuer on the immediately succeeding Business Day, which becomes the Coupon Payment Date for that Coupon. However, the future Coupon Payment Dates would be as per the schedule originally stipulated at the time of issuing the Debentures. In other words, the subsequent Coupon Payment Dates would not be disturbed merely because the payment date in respect of one particular coupon payment has been postponed earlier because of it having fallen on a non-Business Day If the Redemption Date of the Debentures falls on a day that is not a Business Day, the Redemption Amount shall be paid by the Issuer on the immediately preceding Business Day, which becomes the new Redemption Date, along with interest accrued on the Debentures until but excluding the date of such payment Additionally, if any principal pay-in-date falls on a holiday or a Saturday, principal will be payable on the previous Business Day.

BSE BOND-EBP Platform

Electronic Book Provider Platform of BSE for issuance of debt securities on private placement basis.

Coupon Payment Date(s)

March 8 of every year till Redemption Date(s). If this is not a Business Day, then as per the Business Day Convention. The last Coupon Payment Date will be the Redemption Date.

Coupon Rate 8.30% per annum, payable annually at the end of every year from the Deemed Date of Allotment

Date of Subscription The date of realisation of proceeds of subscription money in the bank account of ICCL

Debentures Unsecured Redeemable Non-Convertible Debentures – PPD Series J of the face value of Rs. 10 Lakh each for cash aggregating Rs. 6,000 Crore with an option to retain oversubscription up to Rs. 1,000 Crore

Debenture Holder(s)/ Beneficial Owner(s)

Person(s) holding the Debenture(s) and whose name(s) is recorded as “Beneficial Owner” with the Depository (for Debentures held in dematerialized form) as defined under clause (a) of sub-section (1) of Section 2 of the Depositories Act, 1996, as amended or the person(s) whose name(s) appears as holder of Debenture(s) in the Register of Debenture Holder(s) (for Debenture(s) held in physical form)

Debenture Trustee Axis Trustee Services Limited, as trustee for the benefit of the Debenture Holder(s) / Beneficial Owner(s)

Debenture Trustee Appointment Agreement

The debenture trustee agreement entered into between the Issuer and the Debenture Trustee for the appointment of the Debenture Trustee

Debenture Trust Deed The trust deed to be entered into between the Issuer and the Debenture Trustee for PPD Series J Debentures



10

TERM DESCRIPTION

Debenture Trustee Regulations

SEBI (Debenture Trustee) Regulations, 1993, as amended

Depository A depository registered with SEBI under the SEBI (Depositories and Participants) Regulations, 2018, as amended

Depository Participant/ DP

A Depository Participant as defined under Depositories Act, 1996, as amended

Designated Stock Exchange

BSE Limited

Directors The directors of RIL

Disclosure Document This disclosure document dated March 5, 2019

Eligible Participants Shall have the meaning given to the term in Section 3 titled “Issue Details”

Finance Committee Finance Committee of the Board of Directors

Governmental Authority

Any (a) government (central, state or otherwise) or sovereign state; (b) any governmental agency, semi-governmental or judicial or quasi-judicial or administrative entity, department or authority, or any political subdivision thereof; and (c) international organisation, agency or authority, or including, without limitation, any stock exchange or any self-regulatory organization, established under any Applicable Law

Green Shoe Amount Up to 10,000 (Ten Thousand) Unsecured Redeemable Non-Convertible Debentures – PPD Series J of the face value of Rs. 10 Lakhs each, aggregating up to Rs. 1,000 Crore

Issue / Private Placement

Private placement by RIL of Unsecured Redeemable Non-Convertible Debentures – PPD Series J of the face value of Rs. 10,00,000 (Rupees Ten Lakhs) each, for cash aggregating Rs. 6,000 Crore, with an option to retain oversubscription up to Rs. 1,000 Crore aggregating to Rs. 7,000 Crore

Issue Size

Unsecured Redeemable Non-Convertible Debentures – PPD Series J of the face value of Rs. 10 Lakhs each, for cash aggregating to Rs. 6,000 Crore, with an option to retain oversubscription up to Rs. 1,000 Crore

Memorandum / Memorandum of Association

Memorandum of association of RIL, as amended from time to time

Private Placement Offer Cum Application Letter / PPOAL

Private Placement Offer Cum Application Letter signed by the authorised signatory of the Company in Form PAS-4 to be issued by the Issuer pursuant to the provisions of Section 42 of the Companies Act, 2013 and the rules framed thereunder, as amended, to successful bidders after completion of the e-bidding process.

QIBs Qualified Institutional Buyers, as defined in Regulation 2(1)(ss) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended

Redemption Date shall mean the date on which the Debentures shall be redeemed at par at the end of the 3 years from the Deemed Date of Allotment. If the Redemption Date is not a Business Day, then the Redemption Date shall be arrived at as per the Business Day Convention

Registrar Karvy Fintech Private Limited, as the registrar and transfer agent to the Issue

SEBI Act The Securities and Exchange Board of India Act, 1992, as amended



11

TERM DESCRIPTION

Stock Exchanges NSE and BSE

All other capitalised terms not defined above shall have the meaning assigned to them in “Issuer Information” and “Issue Details” of this Disclosure Document.

Abbreviations

& And

1H 1st half of the FY

1Q 1st quarter of the FY

2Q 2nd quarter of the FY

3Q 3rd quarter of the FY

4Q 4th quarter of the FY

4G 4th Generation

BS VI Bharat Stage VI emission standards

BSE BSE Limited

BWA Broadband Wireless Access

CARE CARE Ratings Limited

CBM Coal Bed Methane

CDSL Central Depository Services (India) Limited

Cr Crore

CRISIL CRISIL Limited

CY Calendar Year

DL Down Link

DRR Debenture Redemption Reserve

DTA Domestic Tariff Area

EBIT Earnings Before Interest and Tax

EBITDA Earnings Before Interest, Tax, Depreciation and Amortization

EBP Electronic Book Provider

ECA Export Credit Agency

ECB External Commercial Borrowings

ECGC Export Credit Guarantee Corporation of India Limited

EO Ethylene Oxide

FCY Foreign Currency

FPSO Floating Production Storage and Offloading

FTTH Fibre to the home

FY Financial Year

GMPCS Global Mobile Personal Communication by Satellite

GoI Government of India

GRM Gross Refining Margin

HDPE High Density Poly Ethylene

HSD High Speed Diesel

HSE Health, Safety, Environment

HSSE Health, Safety, Security and Environment

ICRA ICRA Limited

Ind AS Indian Accounting Standards

IRDA Insurance Regulatory and Development Authority

JOA Joint Operating Agreement

KT Kilo Tonnes

KTPA Kilo Tonnes Per Annum

LAB Linear Alkyl Benzene

LDPE Low Density Polyethylene



12

LLDPE Linear Low-Density Polyethylene

LPG Liquefied Petroleum Gas

LTE Long Term Evolution

MEG Mono Ethylene Glycol

MHz Megahertz

MMBPD Million Barrels Per Day

MMBTU Million Metric British Thermal Units

MMSCMD Million Standard Cubic Meter Per Day

MMT Million Tonnes

MMTPA Million Tonnes Per Annum

N.A. Not Applicable

NEFT National Electronic Funds Transfer

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

p.a. Per annum

PAN Permanent Account Number

PAT Profit After Tax

PBR Polybutadiene Rubber

PBT Profit Before Tax

PE Polyethylene

PET Poly Ethylene Terephthalate

PFY Polyester Filament Yarn

PMT Panna Mukta Tapti

POY Partially Oriented Yarn

PI Participating Interest

PP Poly Propylene

PPD Private Placement of Debentures

PPOAL Private Placement Offer Cum Application Letter

PSF Polyester Staple Fibre

PTA Purified Terepthalic Acid

PVC Poly Vinyl Chloride

PX Paraxylene

R&D Research and Development

R&M Refining and Marketing

RIL Reliance Industries Limited

ROC Registrar of Companies, Maharashtra at Mumbai

RJIL or Jio Reliance Jio Infocomm Limited

ROGC Refinery Off Gas Cracker

RTGS Real Time Gross Settlement

Rs. Indian Rupee

SBR Styrene Butadiene Rubber

SEZ Special Economic Zone

SEBI Securities and Exchange Board of India

TDS Tax Deducted at Source

TEA Technical Evaluation & Assessment

UL Up Link

USA United States of America

USD or US$ or $ United States Dollar

VLCC Very Large Crude Carrier

VLEC Very Large Ethane Carrier

VoLTE Voice Over LTE

w.e.f. with effect from

WCDL Working Capital Demand Loan



13

WDM Wholesale Debt Market

Wi-Fi Wireless local area

y-o-y Year on Year

2. ISSUER INFORMATION

2.1 About the Issuer

The Issuer was founded and promoted by Padma Vibhushan Shri Dhirubhai H. Ambani and incorporated on May 8, 1973 as Mynylon Limited in the State of Karnataka in India. The Issuer obtained the certificate of commencement of business on January 28, 1976. The name of Mynylon Limited was changed to Reliance Textile Industries Limited w.e.f. March 11, 1977 and the registered office was shifted to the State of Maharashtra w.e.f. August 5, 1977. The name of the Issuer was again changed from Reliance Textile Industries Limited to Reliance Industries Limited w.e.f. June 27, 1985.

Name Reliance Industries Limited

Corporate Identity Number (CIN) L17110MH1973PLC019786

Registered Office of the Issuer 3rd Floor, Maker Chambers IV, 222, Nariman Point,

Mumbai – 400 021, Maharashtra, India

Tel No: +91-22-3555 5000

Fax No: +91-22-2204 2268


Corporate Office of the Issuer 3rd Floor, Maker Chambers IV, 222, Nariman Point,


Tel No: +91-22-3555 5000

Fax No: +91-22-2204 2268


Compliance Officer of the Issuer K. Sethuraman

3rd Floor, Maker Chambers IV, 222, Nariman Point,


Tel No: +91-22-3555 5000

Fax No: +91-22-2204 2268

Email: [email protected]

mailto:[email protected]



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CFO of the Issuer Alok Agarwal

Chief Financial Officer



Tel No: +91-22-3555 5000

Fax No: +91-22-2204 2268

Srikanth Venkatachari

Joint Chief Financial Officer



Tel No: +91-22-3555 5000

Fax No: +91-22-2204 2268

Arranger

Axis Bank Limited

Axis House, 8th Floor, C-2,

Wadia International Centre,

P.B. Marg, Worli, Mumbai, 400 025

Tel No: +91 22 6604 3292

Fax No: +91 22 2425 2800

Email: [email protected]

Nomura Financial Advisory and Securities (India) Pvt. Ltd.

Level 11, Ceejay House, Shiv Sagar Estate,

Worli, Dr A. B. Road, Mumbai 400018

Tel Number - +91 22 4037 4026 / 4018 / 4020


ICICI Bank Limited

ICICI Bank Towers, Bandra Kurla Complex,

Mumbai 400 051

Tel: 022 4008 7210


Trustee of the Issue Axis Trustee Services Limited

The Ruby, 2nd Floor, SW

29, Senapati Bapat Marg,

Dadar West, Mumbai – 400 028, Maharashtra,

India

Tel: +91-22-6230 0451


Registrar & Transfer Agent of the

Issue

Karvy Fintech Private Limited

Unit: Reliance Industries Limited

Karvy Selenium Tower B, Plot 31-32,

Gachibowli Financial District, Nanakramguda,





15

Hyderabad – 500 032, Telengana, India

Tel: +91-40-6716 1700

Fax: +91-40-6716 1680


Credit Rating Agencies of the

Issue

(i) CRISIL Limited

CRISIL House, Central Avenue, Hiranandani

Business Park, Powai, Mumbai – 400 076,

Maharashtra, India

Tel: +91-22-3342 3000

Fax: +91-22-3342 5050


(ii) ICRA Limited

3rd Floor, Electric Mansion,

Appasaheb Marathe Marg,

Prabhadevi,

Mumbai 400 025,

Tel: +91-22-6169 3300/301

Fax: +91-22-2433 1390


(iii) CARE Ratings Limited

4th Floor, Godrej Coliseum,

Somaiya Hospital Road,

Off Eastern Express Highway,

Sion (E), Mumbai – 400 022

Tel: +91-22-6754 3456

Fax: +91-22-6754 3457


Auditors of the Issuer (i) S R B C & CO LLP, Chartered Accountants

14th Floor, The Ruby,


Dadar (West), Mumbai 400 028

Tel: +91-22-6192 0000

Fax: +91-22-6192 1000

(ii) D T S & Associates, Chartered Accountants

Suite # 1306-1307, Lodha Supremus,

Senapati Bapat Marg,

Lower Parel, Mumbai 400 013

Tel: + 91-22-4945 4050

Fax: +91-22-4945 4010

Legal Advisors to the Issue Khaitan & Co,

One Indiabulls Centre, 10th &13th Floor,



16

Tower 1, 841 Senapati Bapat Marg,

Mumbai, Maharashtra 400 013

Tel: + 91-22-6636 5000

Fax: +91-22-6636 5050

2.2 Brief summary of Business/ Activities of the Issuer and its line of Business

2.2.1 Overview

RIL is India’s largest private sector company, with a consolidated turnover of Rs. 430,731 crore (US$ 66.1 billion), cash profit of Rs. 56,034 crore (US$ 8.6 billion), and net profit of Rs. 36,075 crore (US$ 5.5 billion) for the year ended March 31, 2018. The core of RIL’s success has been strong integration between its refining and petrochemicals operations. The Company now has operations that span the refining and marketing of petroleum products, manufacturing of polyester products, fibre intermediates, plastics, polymer intermediates, chemicals, elastomers, synthetic textiles and fabrics, exploration and production of oil and gas. Through its subsidiaries, the Company has operations in digital services, retail and media. RIL is the first private sector company from India to feature in Fortune’s Global 500 list of ‘World’s Largest Corporations’ – currently ranking 148th in terms of revenues, and 99th in terms of profits. RIL stands 83rd in the ‘Forbes Global 2000’ rankings for 2018 – the highest named among Indian companies. RIL ranks amongst LinkedIn’s ‘Top Companies Where India Wants to Work Now’ (2018). For the quarter ended December 31, 2018, the Company has achieved consolidated turnover of Rs. 1,71,336 crore (US$ 24.6 billion) with cash profit of Rs. 16,727 crore (US$ 2.4 billion) and net profit of Rs. 10,251 crore (US$ 1.5 billion). Refining and Marketing (R&M) The Company owns and operates two refineries in Jamnagar in the State of Gujarat: Jamnagar Refinery I in the DTA and Jamnagar Refinery II in the SEZ, a specifically delineated duty-free enclave deemed to be a foreign territory for the purposes of trade operations and duties and tariffs. RIL’s refinery at Jamnagar is among the largest and most complex refining assets globally, with a design capacity for processing 1.24 MMBPD and has a Nelson Complexity Index of 12.7. During FY 2017-18, the Jamnagar refineries processed 65 different grades of crude with throughput of 69.8 MMT, producing a wide range of petroleum products for both domestic consumption and export markets, such as LPG, propylene, propane, naphtha, gasoline, alkylates, jet fuel, diesel and fuel oil. The refinery’s superior configuration gives RIL the ability to process a wide variety of crude and meet differentiated and stringent product specifications. Additionally, RIL has significant flexibility to alter the product slate, thereby capturing opportunities arising due to the evolving product market dynamics. RIL’s asset flexibility and logistics infrastructure allow optimization of crude portfolio to tap opportunities arising out of differential pricing of crudes. RIL optimises the crude diet through a mix of term and spot supply contacts, sourcing the most advantageous crude globally. RIL undertakes regular initiatives focusing on debottlenecking, capacity enhancement, energy conservation and product quality improvement to enhance its competitive strengths. RIL’s refineries are supported by an advanced logistics infrastructure, including captive port



17

facilities, giving access to berthing of ships, ranging from small chemical carriers to very large crude carriers. This enables RIL to benefit from strong crude and product freight economics, along with enhanced cost competitiveness. Further, RIL’s global outreach, including trading offices at key locations like Houston, London, Singapore and Mumbai, gives it a broad coverage for crude supplies and product sinks. Tankages at Rotterdam, Ashkelon and Singapore locations allow RIL to move its selling point closer to consumption hubs and improve responsiveness to market needs. As part of its domestic petroleum marketing business, RIL operates 1,355 retail outlets as of December 31, 2018. During FY 2017-18, revenue from the R&M segment stood at Rs. 3,06,095 crore (US$ 47.0 billion) including inter segment transfers (growth of 22.0% y-o-y). Refining EBIT increased by 3.2% to a record level of Rs. 25,869 crore (US$ 4.0 billion), supported higher Gross Refining Margins (GRM). GRM for the year stood at a 9-year high of US$ 11.6/bbl as against US$ 11.0/bbl in the previous year. RIL’s GRM outperformed Singapore complex margins by US$ 4.4/bbl. During 3Q FY 2018-19, R&M segment revenue increased 47.3% y-o-y to Rs. 111,738 crore (US$ 16.0 billion) while EBIT declined by 18.0% y-o-y to Rs. 5,055 crore (US$ 724 million). R&M segment performance was impacted by sharp decline in light distillate product cracks on y-o-y basis. This was partly offset by strength in middle distillate cracks on y-o-y basis. RIL maintained significant premium over Singapore complex margins due to product yield optimization and robust risk management. GRM for 3Q FY2018-19 stood at US$ 8.8/ bbl, outperforming Singapore complex margins by US$ 4.5/ bbl. Petrochemicals RIL is amongst the world’s leading producer of petrochemicals with global scale capacities across polymers (PE, PP, PVC), polyester (PFY, PSF, PET), fibre intermediates (PX, PTA, MEG) and elastomers (PBR, SBR, Butadiene). RIL has ten manufacturing locations in India and three in Malaysia. Integration between refining and downstream petrochemical products is among RIL’s key competitive advantages. The deep integration within each chain helps RIL mitigate the impact of price volatility in the global energy and chemical industry. RIL also has a diversified feedstock slate, with both naphtha and gas based crackers, which helps mitigate risk involved with feedstock sourcing and margin volatility. RIL is the world’s 2nd largest producer of polyester fibre and yarn, the 2nd largest producer of Paraxylene (PX), the 4th largest producer of purified terephthalic acid (PTA), the 5th largest producer of polypropylene (PP) and the 6th largest producer of mono ethylene glycol (MEG). RIL’s overall petrochemicals production in India during FY 2017-18 was at record 30.8 MMT.

Table: RIL Production of Key Petrochemical Products (Production in MMT)

Key Petrochemical Products FY 2017-18 FY 2016-17

Polymer

PP 2.8 2.7

PE 1.4 1.1

PVC 0.7 0.7

Ethylene 2.6 1.8

Polyester

POY 0.8 0.8



18

Key Petrochemical Products FY 2017-18 FY 2016-17

PSF 0.6 0.6

PTY 0.3 0.3

PET 1.0 0.9

Fibre intermediates

PX 3.7 2.3

PTA 4.1 3.9

MEG 1.2 0.7

Elastomer/chemicals

Butadiene 0.2 0.2

PBR 0.1 0.1

SBR 0.1 0.1

FY 2017-18 marked the culmination of RIL’s largest ever petrochemical expansion project, with the commissioning of the Refinery Off Gas Cracker (ROGC) and related downstream units. During FY 2017-18, the final phase of the Paraxylene (PX) expansion was completed and cracking of imported ethane commenced at Dahej and Hazira. The projects achieved on-spec production at design capacities in record time, a testimony to the operational excellence of RIL’s team. The robust economics of these projects reflects in sharp increase in petrochemical business earnings during FY 2017-18. New volumes in fibre intermediates and polymer stream, elevated polymer margins and improving polyester chain margins were key drivers for record petrochemical business earnings. During FY 2017-18, revenue from the petrochemicals segment stood at Rs. 1,25,299 crore (US$ 19.2 billion) including inter segment transfers in (growth of 35.5% y-o-y), primarily due to higher volumes from new Paraxylene, ROGC and its downstream units (PE and MEG), with the segment achieving its highest ever production level of 30.8 MMT, up 24% y-o-y. Petrochemicals segment EBIT increased sharply by 63.0% to a record level of Rs. 21,179 crore (US$ 3.2 billion), supported by favourable product deltas across integrated polyester chain, PP and PVC along with the growth in volumes. EBIT margin was higher by nearly 300 bps to 16.9% reflecting RIL’s strengthened cost positions across product chains and unmatched feedstock flexibility. During 3Q FY 2018-19, revenues increased by 37.1% y-o-y to Rs. 46,246 crore (US$ 6.6 billion) due to increase in price realizations and volumes primarily in polymer products and fibre intermediates. Petrochemicals segment EBIT was at Rs. 8,221 Crore (US$ 1.2 billion), up 42.9% y-o-y. Strong volume growth and robust polyester chain margins offset the impact of weaker polymer margins. Y-o-y volume growth was led by successful stabilization of the world’s largest ROGC, its downstream units and new PX facility at Jamnagar. Oil and Gas (Exploration and Production) RIL has strong capabilities in offshore (deep-water) exploration and has built expertise in unconventional areas such as CBM and shale gas. KG-D6 fields commissioned in 2008 were the first greenfield deep-water oil and gas production facility developed in India. These fields have now completed over 10 years of uninterrupted production. RIL has drilled over hundred exploratory wells in India’s offshore basins. Further with the development of the Sohagpur Blocks in Madhya Pradesh in 2017, RIL’s CBM project is India’s first large scale unconventional natural gas project. RIL’s upstream business encompasses the complete chain of activities from acquisition to exploration, development and production of hydrocarbons, including Shale Gas operations in the USA. The Company has over 20 years of experience in the exploration and production business.



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As of March 31, 2018, the Company had the following exploration blocks including eight domestic exploration blocks and two shale gas partnerships in USA.

Table: Exploration blocks as of March 31, 2018

Block Country Partner RIL Stake

JV Acreage (in acres)

Conventional

KG-DWN-98/3 India NIKO - 10%, BP - 30%

60% 3,16,216

Panna Mukta India BG-30%; ONGC-40%

30% 2,98,256

Mid and South Tapti India BG-30%; ONGC-40%

30% 3,63,492

NEC-OSN-97/2 India BP - 33.3%

66.67%

2,05,520

CB-ONN-2003/1 India BP - 30% 70% 14,826

GS-OSN-2000/1 India Hardy - 10% 90% 1,48,263

International

Block 39 Peru Perenco - 55% PetroVietnam - 35%

10% 2,13,746

CBM*

SP (East)-CBM-2001/1

India - 100% 1,22,317

SP (West)-CBM-2001/1

India - 100% 1,23,552

Shale

Pioneer JV USA Pioneer – 46.4% Newpek - 8.6%

45% 1,49,128

Chevron JV USA Chevron - 60% 40% 2,18,104

* Conventional and CBM acreage converted into acres using 1 sq. km. = 247.1 acres

Note 1: Post Plugging & Abandonment (P&A) of wells, contracting underway for decommissioning of facilities in Tapti field

Note 2: During the year 2016-17, RIL has withdrawn its entire 10% PI from the JOA of Peru Block 39, however the assignment to other JV Members is pending subject to Government Approval. During 2010, the Company took a significant step by entering into partnerships in the United States of America with Atlas Energy (subsequently acquired by Chevron), Pioneer Natural Resources and Carrizo Oil & Gas through three distinctive joint venture agreements. The Company has since divested its interests in the JV with Carrizo Oil & Gas in FY 2017-18. Further, in March 2018 the Company announced that its subsidiary has entered into purchase and sale agreement with Sundance Energy Inc. to divest its interest in certain acreage, producing wells and related assets in the western portion of its Eagle Ford shale position, which is in conjunction with Pioneer Natural Resources USA Inc and Newpek LLC, the other working interest owners in the joint development with Reliance Group. These assets were not part of near term development plan of the joint development. The Company continues to retain



20

its interest in the remaining Eagle Ford assets. The closing happened in April 2018 and is subject to customary closing conditions. The Company continues to optimize operational performance in the remaining USA shale resources through operational improvements, cost leadership and prudent investment approach. The overall strategy remains focused on preserving long-term value through high-grading of land and development portfolio, retaining optionality, improving efficiency and well cost, optimization of well spacing and smart completions for enhanced recoveries. The Company has announced plans to develop existing hydrocarbon discoveries in KG D6 Block. The planned projects are expected to bring onstream additional 30-35 million cubic metres of gas per day, in phases, over 2020-22. With these projects, Reliance will venture into ultra-deepwater and high pressure, high temperature areas – a first in India. During FY 2017-18, revenue from Oil and Gas stood at Rs. 5,204 crore (US$ 798.5 million) including inter segment transfers (increased by 0.3% y-o-y). The marginal change was on account of better price realisations and ramp-up of production in CBM which were partly offset by decline in production in KG D6 and Shale Gas. Consequently, segment EBIT was negative Rs. 1,536 crore in FY 2017-18 as against negative Rs. 1,584 crore in the previous year. For FY 2017-18, domestic production was down 16.9% at 78.9 Bcfe, whereas US Shale volume fell 19.7% to 139.7 Bcfe. During 3Q FY 2018-19, revenue decreased by 27.5% y-o-y to Rs. 1,182 crore. Segment EBIT was negative Rs. 185 crore as against negative Rs. 291 crore in the corresponding period of the previous year. The segment performance continued to be impacted by declining volume.

Other Major Businesses

Retail

Reliance Retail is the retail initiative of the Company and is at the center of its consumer facing businesses. It has, in a short span of time, built strong and enduring bonds with millions of consumers by providing them unmatched choice, outstanding value proposition, superior quality and store experience. Reliance Retail is India’s largest retailer in terms of reach, scale, infrastructure and revenues. Its operating model is based on customer centricity, while leveraging common centers of excellence in technology, business processes and supply chain. During FY2017-18, Reliance Retail became the first retailer in India to cross the USD 10 billion revenue milestone and enter the world’s Top 200 Retail chains. As on December 31, 2018, it has pan India presence with 9,907 stores across more than 6,400 towns and cities with an area of over 20.60 million sq. ft. Reliance Retail has adopted a multi-retail concept strategy and operates a wide array of store concepts which cater to planned shopping needs as well as daily or occasional needs of the customers across core consumption baskets of Consumer Electronics, Fashion & Lifestyle, Grocery and Petro Retail.

Consumer Electronics:

“Reliance Digital”, an electronics specialty store

“Jio Stores and Jio Points”, specialty Store for mobility & communication needs



21

“ResQ” India’s first multi-product, multi-brand and multi-location service network

Fashion and Lifestyle:

“Trends”, India’s leading value fashion retailer

“Trends Woman” Specialty stores dealing in apparel, handbags, footwear and

accessories for women

“Trends Man” menswear focused fashion & lifestyle store

“Reliance Footprint”, India’s leading multi-brand family footwear retail chain

“Reliance Jewels”, India’s leading fine jewelry retail chain

“Project EVE” a unique, one-stop, experiential store for women

“AJIO”, a curated fashion and lifestyle online store

40+ International brands across luxury, bridge to luxury, high–premium and high–street

lifestyle

Grocery:

“Reliance Fresh”, a neighborhood grocery store

“Reliance Smart”, a leading chain of supermarkets

“Reliance Market”, India’s largest wholesale cash and carry store chain

“RelianceSmart.in”, an online grocery store

“Qwik Mart”, a convenience store co-located with Reliance Petro Retail

Petro Retail:

"Reliance Petro Marketing Limited", operates 100% owned fuel retail outlets. As of December 31, 2018, 514 owned outlets were operational.

Reliance Retail, through Reliance Brands, has a portfolio of over 40 revered international brands that spans across the entire spectrum of luxury, bridge to luxury, high-premium and high-street lifestyle.

During FY 2017-18, Project Eve a new store concept positioned in the mid-to-premium segment was launched. Project Eve is a unique, one-stop, experiential store concept targeting women in the age group of 25+ and celebrates the spirit of women by serving them with wider fashion and lifestyle offerings, for all occasions, moods and purposes. FY 2017-18 also saw the launch of a new convenience store concept called Qwik Mart. Qwik Mart stores are co-located with Reliance Petro Retail outlets and efficiently leverages the group strength and resources.



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Growth in disposable income, rapid urbanization, favourable demographics and a trend towards shopping at established, organized retail stores in India is making retail business an attractive growth segment for the Company.

Chart 1: Revenue Mix 3Q FY 2018-19

During FY 2017-18, revenue from Reliance Retail grew 104.9% y-o-y to Rs. 69,198 from Rs. 33,765 crore in the previous year. Reliance Retail became the first retailer in India to cross the US$ 10 billion revenue milestone. EBIT increased by 163.3% to Rs. 2,064 crore compared to Rs. 784 crore in FY 2016-17. Strong growth across grocery, consumer electronics and fashion & lifestyle segments backed by a healthy blend of store expansion and same store sales growth contributed to the stellar operating performance.

During 3Q FY 2018-19, Reliance Retail reported revenue of Rs. 35,577 crore against Rs. 18,798 crore during the same period last year registering a strong growth of 89.3% y-o-y and EBIT of Rs. 1,512 crore as against Rs. 487 crore in the same period previous year.

Digital Services

RJIL, a subsidiary of RIL, has built a world-class all-IP data strong future proof network with latest 4G LTE technology. It is the only network conceived and born as a Mobile Video Network from the ground up and supporting VoLTE technology. RJIL has built a future ready network with infrastructure and backhaul for offering wireless services, wireline services, FTTH, Enterprise offering, IoT services and other digital services which can easily deploy 5G and beyond technology. RJIL has created an eco-system comprising network, devices, applications and content, service experience and affordable tariffs for everyone to live the ‘Jio Digital Life’.

RJIL’s customer offering is built on four key strategic dimensions viz widest coverage of LTE services, superior network quality, large data capacity and affordable services. RJIL’s deployment of LTE, FTTH and Wi-Fi will make high speed broadband access widely available to customers across India.

RJIL announced the commencement of its digital services in September 2016. It reached 100 million subscribers within the first 170 days of launch of its services. The services were offered free up to 31 March 2017 and thereafter converted into paid services. RJIL continues its rapid ramp-up of subscriber base and as of December 31, 2018, there were 280.1 million subscribers on the network. This makes it India’s largest wireless broadband data subscriber base, with the gap widening from the other operators. Net subscriber addition for the Company

Grocery17%

Consumer Electronics

31%

Fashion & Lifestyle

8%

Petro Retail10%

Connectivity34%



23

during the past twelve months was 120 million, which is the highest in the industry by a substantial margin. Jio has become the service provider of choice across customer strata with the highest share of smartphone subscribers, and a growing JioPhone user base.

RJIL has been rated India’s fastest network as per TRAI’s MySpeed application continuously over the last 23 months. As of December 31, 2018, on TRAI’s MySpeed application, the average download speed on RJIL network was at 18.7 Mbps. Jio has also been consistently rated to have the widest LTE coverage in the country.

RJIL has revolutionised tariff plans in the industry by offering most value for its customers. It has launched innovative and simplified tariff plans that enable its customers to have unrestricted access of Jio Digital Life. Jio has been offering various schemes to subscribers to encourage digital recharges and adoption of digital behaviour.

RJIL has earned the No. 17 position in the Global list of 50 most innovative companies for 2018 as announced by Fast Company and ranks at No.1 for most innovative companies in India. It has also won the “Best Mobile Operator Service for Consumers” award at the recent Mobile World Congress 2018.

At the Maddies 2018, Jio won Hall of Fame award for Mobile Marketer of the year 2018; and an award for Best use of apps for gaming/ marketing for Jio KBC and Jio Cricket Play Along. Also during the quarter, Nikkei recognised JioPhone as the most transformative innovation of the year. In addition, Jio Interact recently won ‘Award for Marketing Excellence in Telecom’ at ETNOW Stars of the Industry Awards, and was also regarded as the ‘Best Innovative Use of Tech in Indian Marketing’ at the 5th edition of the Indian Marketing Awards.

The Board of Directors of Reliance Jio Infocomm Limited (RJIL) at its meeting held on 11th December, 2018 approved a composite scheme of arrangement (“Scheme”) which interalia provides for:

a. Demerger of its optic fibre cable undertaking, on a going concern basis to Jio Digital Fibre Private Limited; and b. Transfer on a slump sale basis of its tower infrastructure undertaking, on a going concern basis to Reliance Jio Infratel Private Limited.

The Scheme has been filed with National Company Law Tribunal, Ahmedabad and is awaiting approval. The Scheme has been approved by the Secured Creditors, Unsecured Creditors, Preference Shareholders and Equity Shareholders of RJIL.

Media Business

Network18 is one of India’s leading Media and Entertainment (M&E) players, with a presence across several verticals including television, internet, filmed entertainment, digital commerce, specialized magazines, mobile content and allied businesses.

Network18’s operating model is driven by its zeal to provide consumers with the best-in-class media and entertainment products that set new benchmarks in creative excellence, fair journalism and audience engagement. With cutting-edge news, innovative entertainment and ground-breaking reality-shows, Network18 creates and curates top-notch content for a mix of TV channels, digital offerings and print publications targeted at the demanding, new-age Indian.

Network18 has forged partnerships with several leading global media players including Viacom in entertainment, CNN in English general news, CNBC in business news, A+E Networks in factual entertainment and Forbes in English magazine to provide the best-in-class



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media products. Its bouquet of 53 domestic television channels cuts across genres, geographies and demographics, offering a unique mix of content in more than 15 languages.

In March 2018, Network18 subsidiary TV18 took operational control and raised its stake to 51% in entertainment JV Viacom18, driving value-addition and synergies across the multi-platform group comprising broadcast, digital, filmed and experiential entertainment and media businesses. Projects Update

Refining Projects

The Petcoke gasification project is one of the largest clean fuel projects globally. Post commissioning, Jamnagar complex will be largely energy self-sufficient. The gasifier will convert petroleum coke, the lowest value refinery residue, into high value syngas. Syngas has applications in production of hydrogen for ultra-low sulphur products, as cogen fuel for power and steam and as heater fuel for offgas cracker, while freeing up high value off-gases. The Petcoke gasification project will minimise external fuel dependency at the Jamnagar site, making it less vulnerable to LNG price volatility.

DTA Gasification complex startup and stabilization was accomplished in a record time of less than 120 days against a typical 9 to 12 months period required for a project of this magnitude and complexity by global peers. There have been technical challenges in the continuous synchronized operation of the gasification plant with other operating units. It is expected to achieve full capacity utilization levels in a much shorter time frame as compared to international standards for such large scale and complex green-field gasification plants.

Petrochemical Projects

Paraxylene: During FY 2016-17, RIL commissioned PX plant in phased manner at Jamnagar SEZ. The PX capacity, along with the new 0.7 MMTPA MEG plant will strengthen polyester chain integration with earlier commissioned PTA and polyester expansions. During FY2017-18, the final phase of the Paraxylene (PX) expansion was completed. With the commissioning of new PX capacity, RIL has become the world's second largest PX producer with 9% of global capacity and 11% share of global production.

Refinery Off-Gas Cracker (ROGC): RIL has set up a ROGC at Jamnagar which has a unique configuration as this world scale plant is tightly integrated with it’s refineries and will use refinery off-gases as feedstock. The project comprises 1.5 MMTPA ethylene cracker along with downstream facilities for producing LDPE, LLDPE and MEG. This cracker will have one of the lowest cost positions globally. Additionally, flexibility to crack Propane will help optimise feed mix further in a volatile market environment. PE and MEG volumes produced at Jamnagar will cater to the growing demand of Indian and global markets. This further strengthens RIL’s integrated product portfolio across polymer and polyester chain. During FY2017-18, RIL successfully commissioned the ROGC project along with downstream facilities. RIL’s total ethylene capacity now stands at 3.6 MMTPA. Post ROGC start-up RIL became the 14th largest global PE producer with capacity of 2.2 MMTPA. Also, RIL became the 7th and 11th largest producer, globally, for LLDPE and LDPE, respectively.

Ethane project: Reliance Group is the first company globally to conceptualise large scale imports of ethane (up to 1.5 MMTPA) from North America as feedstock for its cracker portfolio in India. The project involves seamless integration of several elements across a complex infrastructure value chain. This includes securing ethane refrigeration capacity in the US Gulf coast, delivery of dedicated Very Large Ethane Carriers (VLECs) to carry ethane from the US Gulf Coast to the West Coast of India, construction of ethane receipt and handling facilities,



25

pipelines and upgrade of crackers (to receive ethane) at Dahej, Hazira and Nagothane manufacturing facilities.

The crackers at Dahej, Hazira and Nagothane have undergone required modifications to process ethane as feed in their units. Ethane receipt, handling and cracking facilities have already been commissioned at Dahej in a record time of less than three years. Ethane cracking has commenced and stabilized in Dahej and Hazira facilities.

The project will augment feed alternatives for crackers and would provide opportunity for RIL to take advantage in an increasingly dynamic feedstock market and operate with most optimal cost.

The expansions are world-scale and use state-of-the-art technology, to secure top-quartile cost of operations alongside savings in packing and logistic costs. Being strategically located close to the consumption centres allows for easy access and benefits the targeted markets with an economical and reliable source of raw materials.

Oil & Gas Exploration & Production Projects

KGD6: Reliance announced plans to embark on the next wave of projects to develop existing hydrocarbon discoveries in KG D6 Block. The three planned projects - R-Cluster, Satellite Cluster and D55 (MJ) fields, are expected to bring onstream additional 30-35 million cubic metres (~1 billion cubic feet) of gas per day, in phases, over 2020-22. With these projects Reliance will venture into ultra-deepwater and High Pressure, High Temperature areas - a first in India.

Reliance has rich project execution experience including knowledge in deep-water oil & gas projects. Additionally, it expects to leverage its partnership with BP, existing infrastructure in the Krishna-Godavari Basin and current downturn in the capital equipment & service provider market. Production from these projects is expected to reduce India’s import dependence and amount to over 10% of the projected gas demand in 2022, benefitting India and domestic consumers at large. RIL along with its JV partner plans to invest 40,000 crore (~US$6 Bn) to develop the discovered deep-water resources in the KG D6 Block.

R-Cluster Development: R-Cluster development project is progressing as per plan. Drilling and lower completion have been completed for 2 out of the 6 wells. Drilling of the 3rd well and first campaign of installation of facilities are in progress. Satellite Cluster: All major orders have been committed. Project related activities have commenced during the quarter. MJ Development: Bid evaluation for major long lead times including FPSO is underway. Strengths Global Leadership With state-of-the-art technology from international leaders, RIL is among the top ten global players in all its businesses.

RIL Global Rankings (as of March 31, 2018)

Product Global Rank

Refinery (at single location) 1

Polyester Fibre and Yarn 2



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Product Global Rank

Paraxylene 2

Purified Terephthalic Acid 4

Polypropylene 5

Mono Ethylene Glycol 6

Polyethylene Terephthalate 7

RIL is the first private sector company from India to feature in Fortune’s Global 500 list of ‘World’s Largest Corporations’. The Company has moved up 55 places to current ranking of 148 from 203 in its 15th year on the Fortune’s Global 500 list. RIL is the most profitable Indian firm on the Fortune’s Global 500 list with a ranking of 99 on the globally most profitable list.

The company stands 83rd in the ‘Forbes Global 2000’ rankings for 2018 – the top-most among Indian companies. It ranks amongst LinkedIn’s ‘Top Companies Where India Wants to Work Now’.

Pre-eminent Position in the Domestic Market RIL has been an integral part of India’s everyday life for decades. The Company works across multiple value chains to deliver products and services that find a presence in almost every facet of modern living, infrastructure and other utilities. RIL has a diverse footprint and impact, and it is its endeavor to sharpen the innovation, improve its products, and continue to deliver on newer ways in which quality of life can be enhanced. Highly Integrated Manufacturing Processes The core of RIL’s success has been backward integration, giving it a value chain from oil to textiles and polymers, resulting in major cost efficiencies and providing leverage for consolidating market leadership. In addition, the vertical integration of its operations provides synergy across the value chain and security of resources for RIL. Operational Excellence RIL excels in managing and utilizing its assets most efficiently to generate superior returns. While maintaining highest standards of safety, RIL ensures high on-stream factor with focus on improving energy efficiency and reducing operating and maintenance cost. Cost Competitiveness RIL has been able to consistently generate profits through flexibility of operations and backward integration leading to low variable costs. Apart from running what are highly efficient world scale operations, RIL also benefits from competitive cost structure compared to other international petrochemical manufacturers. World-class project Implementation Conceptualization and implementation of multi-billion-dollar projects is a core competency for RIL group. The Company’s proven track record of successfully implementing large complex projects in record time underpins its strong financial performance over the years. Construction of the initial Jamnagar complex is an example of the project execution capabilities of the Company. It was created in a record time of less than three years, with millions of engineering man-hours spread over many international engineering offices,



27

hundreds of thousands of tonnes in equipment and material procured from leading suppliers all over the globe, highly advanced construction equipment, and a construction workforce of over 75,000 working round the clock for months. The second refinery, of larger scale and complexity, was commissioned in a record time of 36 months despite the fact that it had to be executed under the most-challenging conditions of scarce availability of project execution resources due to overheated market conditions from 2005 to 2008. In the ‘Oil and Gas’ segment, RIL began gas production from the KG-D6 block within six and a half years of gas discovery, in comparison to the world average of nine to ten years for similar deep-water production facilities. These fields have now been completed with over 10 years of uninterrupted production. RIL and its partner BP continue to make sustained efforts to augment production from the existing fields by combining BP’s deep-water exploration and development capabilities with RIL’s exceptional project management and operations expertise. In 2016, Reliance launched its pan-India telecom venture and has started and stabilized operations of its ROGC cracker, MEG and LLDPE plants at Jamnagar. During FY 2017-18, RIL commissioned PX facility and the Ethane import project. DTA Gasification complex startup and stabilization was accomplished in a record time of less than 120 days against a typical 9 to 12 months period required for a project of this magnitude and complexity by global peers. Shareholders RIL has one of the largest retail shareholder base in India. As on December 31, 2018, the Company had approximately 2.28 million shareholders. The Company remains committed to consistent overall shareholder value enhancement. Stable and Robust Financial Position and Strong Cash Position The Company adheres to conservative financial policies and maintains significant cash balances in order to be able to complete projects on a timely basis, capitalize on opportunities, attract world-class project partners and carry out capital investment programs through industry cycles. In the past ten years, the Company has generated strong and steady cash flows and has traditionally maintained a strong balance sheet with conservative leverage. The Company believes that its integrated operations allow it to mitigate the impact of declines in commodity prices and reduce volatility in cash flows. This, in turn, enables the Company to access capital at attractive terms. As of March 31, 2018, the Company had total outstanding debt of Rs. 1,168.8 billion (US$ 17.9 billion), and cash and cash equivalents of Rs. 675.7 billion (US$ 10.4 billion). Prudent Financial Strategy The core of the Company’s financial strategy has been an emphasis on capital productivity and returns to generate attractive spreads over cost of capital while maintaining conservative gearing and top end credit ratings. RIL’s long-term debt is rated ‘CRISIL AAA’ from CRISIL, the highest rating awarded by the agency. India Rating has also awarded ‘Ind AAA’ debt rating for the Company, indicating the highest credit quality. RIL’s short term debt is rated ‘CRISIL A1+’ by CRISIL, the highest credit rating assigned in this category. As of December 31, 2018, the Company’s foreign currency debt was rated Baa2 (Stable) by Moody’s and BBB+ (Stable) by S&P, which are at par and two notches above India’s sovereign rating, respectively.



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World-class Business Platforms and Diversified Portfolio The Company believes in creating large-scale businesses that are built to be world-class operations, incorporating global best practices. This is integral to the Company’s growth plans in all its existing businesses and new initiatives. The Company is a global integrated energy company with interests across the energy value chain and in recent years through its subsidiaries has diversified into new growth areas such as organized retail and digital services. In the Company’s principal businesses of refining, petrochemicals and oil and gas, it has leading positions and a strong platform for future growth. In the refining business, based on the Company estimates, the Company has the largest refining capacity at a single location in the world. In the petrochemicals business, the Company is the market leader in India across most of the products in the petrochemical and polyester chain. The Company is the second largest producer of polyester fibre and yarn, second largest producer of paraxylene, fourth largest producer of purified terephthalic acid, fifth largest producer of polypropylene and sixth largest producer of mono ethylene glycol in the world. In the oil and gas business, the Company believes the Indian gas market provides significant

opportunities given its long-term demand potential. Its KG-D6 oil and gas production facility is

one of the world’s largest and most complex deep-water gas production facilities. The CBM

project is India’s first large-scale unconventional natural gas project and largest surface

hydrocarbon project. Outside India, the Company, through its subsidiaries, currently has shale

gas operations in the USA.

Awards and Recognition Some of the major awards and recognitions conferred to RIL are:

Corporate Social Responsibility

o Won Golden Peacock Award 2017 for CSR.

o Received to Gold IAA Olive Crown Awards 2018 under the categories

“Corporate Crusader of the Year” and “Events”.

o “Best use of CSR practices in Manufacturing award 2016” at Asia Best CSR

practices awards function held in Singapore.

o Won ‘First ICSI CSR Excellence Award 2016’ by The Institute of Company

Secretaries of India.

o Reliance Foundation received India CSR community initiative award 2017 for

supporting the flood affected communities through technology driven digital

platforms.

o Won the ‘Global CSR Excellence and Leadership Awards – 2016’ under the

‘Best use of Corporate Social Responsibility practices’ under the category of

the Manufacturing sector during the World CSR Congress in Mumbai.

Quality



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o “Quality Circle-Lakshya” from HDPE Plant was awarded with highest category

“Gold Award” at International Convention on Quality Control Circles (ICQCC) 2017.

o “Jazbaa Quality Circle” was awarded with “Par Excellence Award” and “Topaz

Quality Circle” was awarded with “Distinguished Award” at the 31st Annual

Convention of National Level competition on Quality Concepts (NCQC) 2017.

o “The Majestic Five Continents Award for Quality & Excellence 2016” at a

function held in Germany.

o Received Gold award for Quality control in Polyester manufacturing at ICQCC,

Bangkok.

o Received Golden Peacock National Quality Award 2016.

o Won the ‘Quality Achievements Award’ under GOLD Category by ESQR

(European Society for Quality Research).

Sustainability

o Won the best "Sustainable Corporate of the year" 2018 at Sustainability 4.0

awards by Frost and Sullivan and TERI.

o Reliance Corporate Park recognized as “Iconic Indian Project in Energy

Efficiency and Sustainability” in ACREX Hall of Fame 2018.

o Won the best "Sustainable Corporate of the year" 2017 at Sustainability 4.0

awards by Frost and Sullivan and TERI

o Winner of Golden Peacock award for Sustainability 2017 in the ‘Petroleum

Sector’.

o Winner of Golden Peacock award for Sustainability 2016.

o Received “Commendation for Significant Achievement in Corporate

Excellence” from CII in sustainability.

Health, Safety and Environment

o “Golden Peacock Eco-innovation Award 2017” for reducing its carbon footprint

in Recron Green Gold products.

o “Gold Award” for outstanding achievement in Safety Management in Textile

Sector at the 16th Annual Greentech Safety Award 2017.

o “Golden Peacock Environment Management Award 2017” in the ‘Petroleum

Sector’.

o Globally certified as a “Healthy Workplace” by Global Centre for Healthy

Workplaces, Tucson, USA for the period of 2017-2019.



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o Global Winner of ‘The DuPont Operational Excellence Award – 2017.

o Won Golden Peacock award for Occupational Health & Safety 2016.

For comprehensive list of Awards and Recognition, refer Company Annual Report 2017-2018 available at http://www.ril.com/ar2017-18/index.html

2.2.2 Corporate Structure

Details of the Holding Company/ Subsidiaries (as per Companies Act) as of December 31, 2018:

I Holding Company

None

II Subsidiary Companies

1. Affinity Names, Inc

2. Aurora Algae Inc

3. Ethane Crystal LLC

4. Ethane Emerald LLC

5. Ethane Opal LLC

6. Ethane Pearl LLC

7. Ethane Sapphire LLC

8. Ethane Topaz LLC

9. Genesis Colors Limited

10. Genesis Luxury Fashion Private Limited

11. Genesis La Mode Private Limited

12. GML India Fashion Private Limited

13. GLF Lifestyle Brands Private Limited

14. GLB Body Care Private Limited

15. Indiavidual Learning Private Limited

16. Indiawin Sports Private Limited

17. Jio Estonia OU

18. Jio Information Solutions Limited (Formerly known as Reliance Textiles

Limited)

19. Jio Payments Bank Limited

20. Kanhatech Solutions Limited

21. M Entertainments Private Limited

22. Mindex 1 Limited

23. Model Economic Township Limited

24. Naroda Power Private Limited

25. New Emerging World of Jounalism Private Limited



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26. Radisys Spain S.L.U

27. Radisys B.V.

28. Radisys Canada Inc.

29. Radisys Cayman Limited

30. Radisys Convedia (Ireland) Limited

31. Radisys Corporation

32. RadiSys GmbH

33. Radisys India Private Limited

34. Radisys International LLC

35. Radisys International Singapore Pte. Ltd

36. RadiSys Poland sp. z o.o.

37. RadiSys Systems Equipment Trading (Shanghai) Co. Ltd

38. Radisys Technologies (Shenzhen) Co. Ltd

39. Radisys UK Limited

40. Recron (Malaysia) Sdn Bhd

41. Reliance Ambit Trade Private Limited

42. Reliance Aromatics and Petrochemicals Limited

43. Reliance Brands Limited

44. Reliance Chemicals Limited

45. Reliance Clothing India Private Limited

46. Reliance Commercial Dealers Limited

47. Reliance Comtrade Private Limited

48. Reliance Content Distribution Limited

49. Reliance Corporate IT Park Limited

50. Reliance Digital Media Distribution Limited

51. Reliance Eagleford Upstream GP LLC

52. Reliance Eagleford Upstream Holding LP

53. Reliance Eagleford Upstream LLC

54. Reliance Eminent Trading and Commercial Private Limited

55. Reliance Energy and Project Development Limited

56. Reliance Energy Generation and Distribution Limited

57. Reliance Ethane Holding Pte Limited

58. Reliance Exploration and Production DMCC

59. Reliance GAS Lifestyle India Private Limited (Formerly known as

Reliance Brands Luxury Private Limited)

60. Reliance Gas Pipelines Limited



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61. Reliance Global Energy Services (Singapore) Pte Ltd

62. Reliance Global Energy Services Limited

63. Reliance Holdings USA, Inc

64. Reliance Industrial Investments and Holdings Limited

65. Reliance Industries (Middle East) DMCC

66. Reliance Industries Uruguay Petroquimica S.A. (Formerly known as

Dreketi S.A.)

67. Reliance Innovative Building Solutions Private Limited

68. Reliance-GrandOptical Private Limited

69. Reliance Jio Digital Services Limited

70. Reliance Jio Global Resources LLC

71. Reliance Jio Infocomm Limited

72. Reliance Jio Infocomm Pte Limited

73. Reliance Jio Infocomm UK Limited

74. Reliance Jio Infocomm USA Inc

75. Reliance Jio Infratel Private Limited

76. Reliance Jio Media Limited

77. Reliance Jio Messaging Services Limited

78. Reliance Lifestyle Holdings Limited

79. Reliance Marcellus II LLC

80. Reliance Marcellus LLC

81. Reliance Payment Solutions Limited

82. Reliance Petro Marketing Limited

83. Reliance Polyolefins Limited

84. Reliance Progressive Traders Private Limited

85. Reliance Prolific Commercial Private Limited

86. Reliance Prolific Traders Private Limited

87. Reliance Retail Finance Limited

88. Reliance Retail Insurance Broking Limited

89. Reliance Retail Limited

90. Reliance Retail Ventures Limited

91. Reliance Sibur Elastomers Private Limited

92. Reliance SMSL Limited

93. Reliance Strategic Investments Limited

94. Reliance Universal Enterprises Limited

95. Reliance Universal Traders Private Limited



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96. Reliance Vantage Retail Limited

97. Reliance Ventures Limited

98. Reliance World Trade Private Limited

99. Rhea Retail Private Limited

100. RIL USA, Inc

101. RP Chemicals (Malaysia) Sdn Bhd

102. Saavn Inc

103. Saavn LLC

104. Saavn Media Private Limited

105. Surela Investment and Trading Private Limited

106. The Indian Film Combine Private Limited

2.2.3 Key Operational and Financial Parameters for the last 3 Audited years***

1. Consolidated

(Rs. in Crore)

Parameters 1H

FY 2018-19 FY 2017-18 FY 2016-17 FY 2015-16

Net-worth 304,327 289,798 258,511 231,556

Total Debt 258,701 218,763 196,599 180,665

- of which - Non-Current Maturities of Long Term Borrowing 182,715 144,175 152,148 141,647

- Short Term Borrowing 51,401 37,429 31,528 23,545

- Current Maturities of Long Term Borrowings 24,585 37,159 12,923 15,473

Other Long-Term Liabilities (including Deferred Payment Liabilities)

68,191 61,276 58,250 37,284

Net Fixed Assets (including Goodwill & CWIP)

655,262 590,907 523,363 413,607

Non-Current Assets (including Fixed Assets) 696,066 632,562 565,526 471,212

Cash and Cash Equivalents 4,061 4,255 3,023 11,028

Current Investments 56,599 57,603 57,260 42,503

Current Assets 206,823 183,786 146,813 127,785

Current Liabilities* 265,759 239,264 190,864 146,136

Net Sales** 282,115 418,214$ 339,623 305,351

EBITDA 44,808 74,184 55,529 53,993

EBIT 34,406 57,478 43,883 42,428

Finance Cost 7,482 8,052 3,849 3,691

Tax 7,890 13,346 10,201 8,876

PAT before Minority Interest 19,034 36,080 29,833 29,861

Minority Interest 59 5 (68) 116

PAT 18,975 36,075 29,901 29,745

Dividend Payout **** 3,554 3,255 - 3,095



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Parameters 1H

FY 2018-19 FY 2017-18 FY 2016-17 FY 2015-16

Current ratio 0.61 0.59 0.62 0.69

Interest Coverage Ratio 4.60 7.14 11.4 11.49

Gross Debt / Equity Ratio 0.85 0.75 0.75 0.78

Debt Service Coverage Ratio 1.66 2.06 1.96 1.98

*Note: This excludes current maturities of long term borrowing and short-term borrowing

**Note: This includes income from services and other income $Note: Net Sales include exceptional item of Rs. 1,087 crore

****Note: Excludes tax on dividend Note: The figures for the corresponding previous period have been restated/regrouped wherever necessary, to make them comparable.

2. Standalone

(Rs. in Crore)

Parameters 1H

FY 2018-19 FY 2017-18 FY 2016-17 FY 2015-16

Net-worth 326,634 313,114 283,288 253,998

Total Debt 124,657 116,881 107,446 107,104

- of which - Non Current

Maturities of Long Term Borrowing 94,160 81,596 78,723 77,830

- Short Term Borrowing 18,492 15,239 22,580 14,490

- Current Maturities of Long Term

Borrowing 12,005 20,046 6,143 14,784

Other Long Term Liabilities (including Deferred Payment Liabilities)

32,485 30,635 26,884 24,813

Net Fixed Assets (including CWIP) 318,836 300,447 287,319 258,448

Non-Current Assets (including Fixed Assets)

519,918 493,613 440,465 389,136

Cash and Cash Equivalents 2,229 2,731 1,754 6,892

Current Investments 51,959 53,277 51,906 42,116

Current Assets* 135,928 123,912 106,281 92,538

Current Liabilities** 173,301 155,362 124,103 95,759

Net Sales*** 198,414 313,555 273,750 259,062

EBITDA 34,126 59,961 51,965 47,168

EBIT 28,619 50,381 43,500 38,578

Finance Cost 4,555 4,656 2,723 2,562

Tax 6,385 12,113 9,352 8,632

PAT 17,679 33,612 31,425 27,384

Dividend Payout **** 3,554 3,255 - 3,095

Current ratio

0.67 0.65 0.7 0.74

Interest Coverage Ratio 6.28 10.82 15.98 15.06

Gross Debt / Equity Ratio 0.38:1 0.37:1 0.37:1 0.42:1

Debt Service Coverage Ratio 3.52 3.15 2.41 5.39

*Note: This includes current investments and cash and cash equivalents



35

**Note: This excludes current maturities of long term borrowing and short-term borrowing ***Note: This includes income from services and other income ****Note: Excludes Tax on Dividend Note: The figures for the corresponding previous period have been restated/regrouped wherever necessary, to make them comparable.

Gross Debt: Equity Ratio of the Company (as of December 31, 2018):

Before the issue of Debentures 0.38:1

After the issue of Debentures 0.40:1

2.2.4 Project cost and means of financing, in case of funding new projects

Not Applicable

2.2.5 Objects of the Issue

The net proceeds of the Issue will be utilised inter-alia for refinancing of existing borrowings and/ or for any other purpose in the ordinary course of business of the Issuer. The proceeds of the Issue will not be used for investments in capital markets and real estate.

2.3 Brief history of the Issuer since its incorporation

Date Particulars Remarks

May 8, 1973 Mynylon Limited, Karnataka State Incorporation

January 28,

1976

Mynylon Limited, Karnataka State Commencement of

Business

March 11,

1977

Reliance Textile Industries Limited,

Karnataka State

Change in Name

August 5, 1977 Reliance Textiles Industries

Limited, Maharashtra State

Change in Registered Office

June 27, 1985 Reliance Industries Limited,

Maharashtra State

Change in Name

2.3.1 Details of Share Capital as on last quarter end i.e. December 31, 2018

AUTHORISED SHARE CAPITAL

(Rs. Crore)

1400,00,00,000 Equity Shares of Rs. 10 each 14,000.00

100,00,00,000 Preference Shares of Rs.10 each 1,000.00

TOTAL 15,000.00

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL



36

6,33,85,61,852 Equity Shares of Rs.10 each 6338.56

TOTAL 6338.56

AUTHORISED SHARE CAPITAL

(Rs. Crore)

1400,00,00,000 Equity Shares of Rs. 10 each 14,000.00

100,00,00,000 Preference Shares of Rs.10 each 1,000.00

TOTAL 15,000.00

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

6,33,85,61,852 Equity Shares of Rs.10 each 6338.56

TOTAL 6338.56

Note: The Company has allotted 1,31,971 equity shares of Rs. 10/- each during January 2019 and February 2019 pursuant to Employees Stock Option Scheme 2006. The issued, subscribed and paid-up share capital as on February 28, 2019 stood at Rs. 6338.69 crore.

2.3.2 Changes in Capital structure as on last quarter end, i.e. December 31, 2018 for the last 5 years*

Date of

Change

(AGM/

EGM)

Equity Share

Capital (Rs.)

Preference

Share Capital

(Rs.)

Unclassified

Capital (Rs.)

Total Authorised

Capital (Rs.)

Particulars

September

1, 2017

(by means

of postal

ballot)

14,000,00,00,000 10,00,00,00,000 - 15,000,00,00,000 Please

refer Note

below

*Note: The Shareholders of the Company vide ordinary resolution passed on September 1, 2017 by means of postal ballot, approved increase in the authorised share capital from Rs.6,000 crore to Rs.15,000 crore by creation of additional 900,00,00,000 equity shares of Rs. 10 each.

2.3.3 Equity Share Capital History of the Company as on last quarter end i.e. December 31, 2018 for the last 5 Years

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

3,22,84,76,491 32,28,47,64,910 4,76,37,45,26,999 Opening

Balance

22-Feb-13 1,86,891 10 642 Cash ESOS 3,22,86,63,382 32,28,66,33,820 4,76,49,26,42,111 Allotment

of equity

shares for

cash

pursuant

to

Employee

s' Stock

Option

Scheme -

2006

(ESOS)

3-Apr-13 3,95,430 10 642 Cash ESOS 3,22,90,58,812 32,29,05,88,120 4,76,74,25,53,871

15-Apr-13 2,69,299 10 642 Cash ESOS 3,22,93,28,111 32,29,32,81,110 4,76,91,27,50,839

22-May-13 1,04,962 10 642 Cash ESOS 3,22,94,33,073 32,29,43,30,730 4,76,97,90,86,823

2-Jul-13 1,20,165 10 642 Cash ESOS 3,22,95,53,238 32,29,55,32,380 4,77,05,50,31,103

24-Jul-13 9,88,892 10 642 Cash ESOS 3,23,05,42,130 32,30,54,21,300 4,77,68,00,10,847

22-Aug-13 1,03,471 10 642 Cash ESOS 3,23,06,45,601 32,30,64,56,010 4,77,74,54,04,519

1-Oct-13 30 10 644.50 Cash ESOS 3,23,06,45,631 32,30,64,56,310 4,77,74,54,23,554

1-Oct-13 2,26,715 10 642 Cash ESOS 3,23,08,72,346 32,30,87,23,460 4,77,88,87,07,434

22-Oct-13 1,10,297 10 642 Cash ESOS 3,23,09,82,643 32,30,98,26,430 4,77,95,84,15,138

22-Nov-13 700 10 644.50 Cash ESOS 3,23,09,83,343 32,30,98,33,430 4,77,95,88,59,288

22-Nov-13 2,63,964 10 642 Cash ESOS 3,23,12,47,307 32,31,24,73,070 4,78,12,56,84,536

2-Jan-14 2,60,607 10 642 Cash ESOS 3,23,15,07,914 32,31,50,79,140 4,78,29,03,88,160



37

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

22-Jan-14 800 10 644.50 Cash ESOS 3,23,15,08,714 32,31,50,87,140 4,78,29,08,95,760

22-Jan-14 1,58,445 10 642 Cash ESOS 3,23,16,67,159 32,31,66,71,590 4,78,39,10,33,000

22-Feb-14 90 10 644.50 Cash ESOS 3,23,16,67,249 32,31,66,72,490 4,78,39,10,90,105

22-Feb-14 2,34,609 10 642 Cash ESOS 3,23,19,01,858 32,31,90,18,580 4,78,53,93,62,993

1-Apr-14 2,65,466 10 642 Cash ESOS 3,23,21,67,324 32,32,16,73,240 4,78,70,71,37,505

15-Apr-14 140 10 644.50 Cash ESOS 3,23,21,67,464 32,32,16,74,640 4,78,70,72,26,335

15-Apr-14 95,841 10 642 Cash ESOS 3,23,22,63,305 32,32,26,33,050 4,78,76,77,97,847

22-May-14 220 10 644.50 Cash ESOS 3,23,22,63,525 32,32,26,35,250 4,78,76,79,37,437

22-May-14 4,52,067 10 642 Cash ESOS 3,23,27,15,592 32,32,71,55,920 4,79,05,36,43,781

2-Jul-14 116 10 644.50 Cash ESOS 3,23,27,15,708 32,32,71,57,080 4,79,05,37,17,383

2-Jul-14 2400 10 842 Cash ESOS 3,23,27,18,108 32,32,71,81,080 4,79,05,57,14,183

2-Jul-14 9,59,482 10 642 Cash ESOS 3,23,36,77,590 32,33,67,75,900 4,79,66,21,06,807

22-Jul-14 1,434 10 644.50 Cash ESOS 3,23,36,79,024 32,33,67,90,240 4,79,66,30,16,680

22-Jul-14 2,32,778 10 642 Cash ESOS 3,23,39,11,802 32,33,91,18,020 4,79,81,01,32,376

22-Aug-14 130 10 644.50 Cash ESOS 3,23,39,11,932 32,33,91,19,320 4,79,81,02,14,861

22-Aug-14 3,31,059 10 642 Cash ESOS 3,23,42,42,991 32,34,24,29,910 4,80,01,94,44,149

1-Oct-14 1,160 10 644.50 Cash ESOS 3,23,42,44,151 32,34,24,41,510 4,80,02,01,80,169

1-Oct-14 3,59,887 10 642 Cash ESOS 3,23,46,04,038 32,34,60,40,380 4,80,24,76,28,753

22-Oct-14 2,03,704 10 642 Cash ESOS 3,23,48,07,742 32,34,80,77,420 4,80,37,63,69,681

22-Nov-14 600 10 644.50 Cash ESOS 3,23,48,08,342 32,34,80,83,420 4,80,37,67,50,381

22-Nov-14 2,61,599 10 642 Cash ESOS 3,23,50,69,941 32,35,06,99,410 4,80,54,20,80,949

2-Jan-15 2,91,285 10 642 Cash ESOS 3,23,53,61,226 32,35,36,12,260 4,80,72,61,73,069

22-Jan-15 1,58,486 10 642 Cash ESOS 3,23,55,19,712 32,35,51,97,120 4,80,82,63,36,221

23-Feb-15 1,69,053 10 642 Cash ESOS 3,23,56,88,765 32,35,68,87,650 4,80,93,31,77,717

1-Apr-15 2,66,742 10 642 Cash ESOS 3,23,59,55,507 32,35,95,55,070 4,81,10,17,58,661

16-Apr-15 200 10 644.50 Cash ESOS 3,23,59,55,707 32,35,95,57,070 4,81,10,18,85,561

16-Apr-15 1,42,599 10 642 Cash ESOS 3,23,60,98,306 32,36,09,83,060 4,81,19,20,08,129

25-May-15 3,40,942 10 642 Cash ESOS 3,23,64,39,248 32,36,43,92,480 4,81,40,74,83,473

3-Jul-15 300 10 644.50 Cash ESOS 3,23,64,39,548 32,36,43,95,480 4,81,40,76,73,823

3-Jul-15 12,53,677 10 642 Cash ESOS 3,23,76,93,225 32,37,69,32,250 4,82,19,99,97,687

22-Jul-15 4,54,858 10 642 Cash ESOS 3,23,81,48,083 32,38,14,80,830 4,82,48,74,67,943

22-Aug-15 1,200 10 644.50 Cash ESOS 3,23,81,49,283 32,38,14,92,830 4,82,48,82,29,343

22-Aug-15 2,79,317 10 642 Cash ESOS 3,23,84,28,600 32,38,42,86,000 4,82,66,47,57,687

1-Oct-15 4,00,129 10 642 Cash ESOS 3,23,88,28,729 32,38,82,87,290 4,82,91,76,39,215

23-Oct-15 100 10 842 Cash ESOS 3,23,88,28,829 32,38,82,88,290 4,82,91,77,22,415

23-Oct-15 2,30,912 10 642 Cash ESOS 3,23,90,59,741 32,39,05,97,410 4,83,06,36,58,799

23-Nov-15 900 10 842 Cash ESOS 3,23,90,60,641 32,39,06,06,410 4,83,06,44,07,599

23-Nov-15 1,51,694 10 642 Cash ESOS 3,23,92,12,335 32,39,21,23,350 4,83,16,02,78,207

1-Jan-16 800 10 842 Cash ESOS 3,23,92,13,135 32,39,21,31,350 4,83,16,09,43,807

1-Jan-16 1,89,158 10 642 Cash ESOS 3,23,94,02,293 32,39,40,22,930 4,83,28,04,91,663

22-Jan-16 1,700 10 842 Cash ESOS 3,23,94,03,993 32,39,40,39,930 4,83,28,19,06,063

22-Jan-16 2,39,392 10 642 Cash ESOS 3,23,96,43,385 32,39,64,33,850 4,83,43,32,01,807

22-Feb-16 200 10 644.50 Cash ESOS 3,23,96,43,585 32,39,64,35,850 4,83,43,33,28,707

22-Feb-16 600 10 842 Cash ESOS 3,23,96,44,185 32,39,64,41,850 4,83,43,38,27,907

22-Feb-16 4,70,373 10 642 Cash ESOS 3,24,01,14,558 32,40,11,45,580 4,83,73,11,03,643

15-Mar-16 2,61,763 10 642 Cash ESOS 3,24,03,76,321 32,40,37,63,210 4,83,89,65,37,859

22-Apr-16 100 10 644.50 Cash ESOS 3,24,03,76,421 32,40,37,64,210 4,83,89,66,01,309

22-Apr-16 9,09,814 10 642 Cash ESOS 3,24,12,86,235 32,41,28,62,350 4,84,47,16,03,757

23-May-16 180 10 644.50 Cash ESOS 3,24,12,86,415 32,41,28,64,150 4,84,47,17,17,967

23-May-16 11,59,334 10 642 Cash ESOS 3,24,24,45,749 32,42,44,57,490 4,85,20,44,17,055

1-Jul-16 480 10 644.50 Cash ESOS 3,24,24,46,229 32,42,44,62,290 4,85,20,47,21,615

1-Jul-16 2,66,788 10 642 Cash ESOS 3,24,27,13,017 32,42,71,30,170 4,85,37,33,31,631

22-Jul-16 2,38,491 10 642 Cash ESOS 3,24,29,51,508 32,42,95,15,080 4,85,52,40,57,943

22-Aug-16 680 10 644.50 Cash ESOS 3,24,29,52,188 32,42,95,21,880 4,85,52,44,89,403

22-Aug-16 1,53,697 10 642 Cash ESOS 3,24,31,05,885 32,43,10,58,850 4,85,62,16,25,907

1-Oct-16 200 10 644.50 Cash ESOS 3,24,31,06,085 32,43,10,60,850 4,85,62,17,52,807

1-Oct-16 500 10 842 Cash ESOS 3,24,31,06,585 32,43,10,65,850 4,85,62,21,68,807

1-Oct-16 1,42,026 10 642 Cash ESOS 3,24,32,48,611 32,43,24,86,110 4,85,71,19,29,239

22-Oct-16 440 10 644.50 Cash ESOS 3,24,32,49,051 32,43,24,90,510 4,85,71,22,08,419



38

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

22-Oct-16 1,27,118 10 642 Cash ESOS 3,24,33,76,169 32,43,37,61,690 4,85,79,25,46,995

22-Nov-16 150 10 644.50 Cash ESOS 3,24,33,76,319 32,43,37,63,190 4,85,79,26,42,170

22-Nov-16 200 10 842 Cash ESOS 3,24,33,76,519 32,43,37,65,190 4,85,79,28,08,570

22-Nov-16 2,17,191 10 642 Cash ESOS 3,24,35,93,710 32,43,59,37,100 4,85,93,00,73,282

2-Jan-17 200 10 644.50 Cash ESOS 3,24,35,93,910 32,43,59,39,100 4,85,93,02,00,182

2-Jan-17 2,28,891 10 642 Cash ESOS 3,24,38,22,801 32,43,82,28,010 4,86,07,48,59,294

23-Jan-17 640 10 644.50 Cash ESOS 3,24,38,23,441 32,43,82,34,410 4,86,07,52,65,374

23-Jan-17 38,733 10 642 Cash ESOS 3,24,38,62,174 32,43,86,21,740 4,86,09,97,44,630

22-Feb-17 1,20,032 10 642 Cash ESOS 3,24,39,82,206 32,43,98,22,060 4,86,17,56,04,854

22-Mar-17 72,95,894 10 642 Cash ESOS 3,25,12,78,100 32,51,27,81,000 4,90,78,66,09,862

3-Apr-17 55,970 10 642 Cash ESOS 3,25,13,34,070 32,51,33,40,700 4,90,82,19,82,902

24-Apr-17 80 10 644.50 Cash ESOS 3,25,13,34,150 32,51,33,41,500 4,90,82,20,33,662

24-Apr-17 1,01,552 10 642 Cash ESOS 3,25,14,35,702 32,51,43,57,020 4,90,88,62,14,526

22-May-17 1,30,051 10 642 Cash ESOS 3,25,15,65,753 32,51,56,57,530 4,90,96,84,06,758

03-Jul-17 1,71,547 10 642 Cash ESOS 3,25,17,37,300 32,51,73,73,000 4,91,07,68,24,462

24-Jul-17 1,64,074 10 642 Cash ESOS 3,25,19,01,374 32,51,90,13,740 4,91,18,05,19,230

24-Jul-17 980 10 644.50 Cash ESOS 3,25,19,02,354 32,51,90,23,540 4,91,18,11,41,040

01-Sep-17 3,06,775 10 642 Cash ESOS 3,25,22,09,129 32,52,20,91,290 4,91,37,50,22,840

01-Sep-17 7,929 10 837 Cash ESOS 3,25,22,17,058 32,52,21,70,580 4,91,38,16,59,413

13-Sep-17 3,08,03,34

,238

10 0 Bonus

Issue

Bonus

Issue

6,33,25,51,296 63,32,55,12,960 4,61,05,55,58,699 Bonus

Issue

03-Oct-17 2,06,422 10 321 Cash ESOS 6,33,27,57,718 63,32,75,77,180 4,61,11,97,55,941 Allotment

of equity

shares for

cash

pursuant

to

Employee

s' Stock

Option

Scheme -

2006

(ESOS)

03-Oct-17 1000 10 322.25 Cash ESOS 6,33,27,58,718 63,32,75,87,180 4,61,12,00,68,191

03-Oct-17 30,000 10 382.50 Cash ESOS 6,33,27,88,718 63,32,78,87,180 4,61,13,12,43,191

23-Oct-17 2,76,707 10 321 Cash ESOS 6,33,30,65,425 63.33.06.54.250 4,61,21,72,99,068

22-Nov-17 3,81,898 10 321 Cash ESOS 6,33,34,47,323 63,33,44,73,230 4,61,33,60,69,346

22-Nov-17 480 10 322.25 Cash ESOS 6,33,34,47,803 63,33,44,78,030 4,61,33,62,19,226

22-Nov-17 19,716 10 423.50 Cash ESOS 6,33,34,67,519 63,33,46,75,190 4,61,34,43,71,792

22-Nov-17 36,000 10 435.50 Cash ESOS 6,33,35,03,519 63,33,50,35,190 4,61,36,93,49,373

02-Jan-18 4,15,531 10 321 Cash ESOS 6,33,39,19,050 63,33,91,90,500 4,61,49,85,79,514

02-Jan-18 500 10 322.35 Cash ESOS 6,33,39,19,550 63,33,91,95,500 4,61,49,85,79,514

22-Jan-18 2,10,077 10 321 Cash ESOS 6,33,41,29,627 63,34,12,96,270 4,61,56,40,69,586

22-Jan-18 400 10 322.25 Cash ESOS 6,33,41,30,027 6,33,41,30,0270 4,61,56,41,94,486

22-Feb-18 4,93,303 10 321 Cash ESOS 6,33,46,23,330 63,34,62,33,300 4,61,71,76,11,719

22-Feb-18 1,020 10 322.25 Cash ESOS 6,33,46,24,350 63,34,62,43,500 4,61,71,79,30,214

22-Feb-18 11,860 10 423.50 Cash ESOS 6,33,46,36,210 63,34,63,62,100 4,61,72,28,34,324

22-Feb-18 14,812 10 430 Cash ESOS 6,33,46,51,022 63,34,65,10,220 4,61,73,77,93,526

02-Apr-18 4,29,490 10 321 Cash ESOS 6,33,50,80,512 63,35,08,05,120 4,61,87,13,64,916

02-Apr-18 29,624 10 430 Cash ESOS 6,33,51,10,136 63,35,11,01,360 4,61,88,38,06,996

24-Apr-18 3,62,343 10 321 Cash ESOS 6,33,54,72,479 63,35,47,24,790 4,61,99,64,95,669

24-Apr-18 480 10 322.25 Cash ESOS 6,33,54,72,959 63,35,47,29,590 4,61,99,66,45,549

22-May-18 3,77,861 10 321 Cash ESOS 6,33,58,50,820 63,35,85,08,200 4,62,11,41,60,320

22-May-18 850 10 322.25 Cash ESOS 6,33,58,51,670 63,35,85,16,700 4,62,11,44,25,733

22-May-18 7,484 10 433.68 Cash ESOS 6,33,58,59,154 63,35,85,91,540 4,62,11,76,71,394

22-May-18 19,578 10 470.33 Cash ESOS 6,33.58,78,732 63,35,87,87,320 4,62,12,68,79,514

22-June-18 4,97,962 10 321 Cash ESOS 6,33,63,76,658 63,36,37,66,580 4,62,28,17,34,500

22-June-18 14,812 10 430 Cash ESOS 6,33,63,91,470 63,36,39,14,700 4,62,28,79,55,540

22-June-18 7,484 10 433.68 Cash ESOS 6,33,63,98,954 63,36,39,89,540 4,62,31,11,46,547

02-July-18 1,09,336 10 321 Cash ESOS 6,33,65,08,290 63,36,50,82,900 4,62,34,51,50,043

02-July-18 480 10 322.25 Cash ESOS 6,33,65,08,770 63,36,50,87,700 4,62,34,52,99,923

24- July-18 11,09,165 10 321 Cash ESOS 6,33,76,17,935 63,37,61,79,350 4,62,69,02,50,238

24-July-18 5,440 10 322.25 Cash ESOS 6,33,76,23,375 63,37,62,33,750 4,62,69,19,48,878

8

24-July-18 7,484 10 443.68 Cash ESOS 6,33,76,30,859 63,37,63,08,590 4,62,69,51,94,540

24-July-18 6,526 10 480.33 Cash ESOS 6,33,76,37,385 63,37,63,73,850 4,62,69,82,63,913

24-July-18 12,456 10 548 Cash ESOS 6,33,76,49,841 63,37,64,98,410 4,62,70,49,65,240 23- Aug-18 7,46,390 10 321 Cash ESOS 6,33,83,96,231 63,38,39,62,310 4,62,93,70,92,530

23-Aug-18 1,920 10 322.25 Cash ESOS 6,33,83,98,151 63,38,39,81,510 4,62,93,76,92,050

05-Sept-18 42,190

10 321 Cash ESOS 6,33,84,40,341 63,38,44,03,410 4,62,95,97,95,842

01-Oct-18 34,018 10 321 Cash ESOS 6,33,84,74,359 63,38,47,43,590 4,62,97,03,75,440

462,985,692,1

90



39

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

24-Oct-18

49,250 10 321 Cash ESOS 6,33,85,23,609 63,38,52,36,090 4,62,98,56,92,190

22-Nov-18

37,653

10 321 Cash ESOS 6,33,85,61,262 63,38,56,12,620 4,62,99,74,02,273

22- Nov-18 580 10 322.25 Cash ESOS 6,33,85,61,852 63,38,56,18,520 4,63,00,24,77,128

Note:

(a) The paid-up share capital of the Company as on December 31, 2018 stood at Rs. 6,338.56 crore divided into 6,33,85,61,852 equity shares of Rs. 10/- each.

(b) The Company has allotted 1,31,971 equity shares of Rs. 10/- each during January 2019 and February 2019 pursuant to Employees Stock Option Scheme 2006. The issued, subscribed and paid-up share capital as on February 28, 2019 stood at Rs. 6338.69 crore.

2.3.4 Details of any Acquisition or Amalgamation in the last 1 year

2.3.4.1 Acquired 100% stake in Reliance Industries Uruguay Petroquímica S.A. for Rs. 64.96 lakh a newly incorporated entity, to facilitate business in Latin America. 2.3.4.2 Acquired 71.71% stake in Indiavidual Learning Private Limited (Embibe) for Rs.327 crore. Embibe is an emerging education technology provider. 2.3.4.3 Acquired 5.56% equity stake in Vakt Holdings Limited (VHL), UK for cash aggregating to USD 5 million. VHL is a consortium of leading global energy majors, commodity traders and banks with a vision to digitise the global commodities trading industry, creating a secure, trusted ecosystem, powered by block chain. 2.3.4.4 Acquired 100% stake in Radisys Corporation (Radisys) USA for cash aggregating to approx. USD 75 million. Radisys provides open-centric software, hardware and service capabilities that enable the migration to next-generation network topologies. 2.3.4.5 Acquired 16% stake before adjusting for ESOP dilution n KaiOS Technologies Inc (KTI) for USD 12 million, through subsidiaries. KTI is an emerging mobile operating system technology provider. 2.3.4.6 Acquired 71.37 % (on fully diluted basis) stake in Saavn Media Private Limited (Saavn India) for Rs. 934 crore and for transfer of music streaming business viz. JioMusic to Saavn India. Saavn is engaged in business of digital streaming of music through its mobile apps and website through Saavn India and Saavn LLC. 2.3.4.7 Acquired 5% stake in Eros International Plc (Eros) for USD 46 million. Eros acquires, co-produces and distributes Indian films across all available formats such as cinema, television and digital news media. 2.3.4.8 Reliance Brands Limited, subsidiary of the Company, acquired additional stake of 6.98% in Genesis Luxury Fashion Private Limited (GLF) for Rs. 44.37 crore. GLF is involved in retailing and wholesale of branded readymade garments, bags, footwear and accessories. 2.3.4.9 Reliance Brands Limited, subsidiary of the Company, acquired 100% stake in Rhea Retail Private Limited (Rhea) for Rs. 203.46 crore. Rhea is in the business of selling of products in India for expectant mothers and in general merchandise for children.



40

2.3.4.10 Reliance Brands Limited, subsidiary of the Company, acquired 15% stake in Future 101 Design Private Limited (Future 101) for Rs. 11.50 crore through subsidiaries. Future 101 is engaged in manufacturing, distribution and sale of luxury apparels, etc. in India. 2.3.4.11 Reliance Brands Limited and Reliance Retail Ventures Limited, subsidiaries of the Company, acquired 43.66% and 29.07% stake in Genesis Colors Limited (GCL) for a consideration of Rs. 202.04 crore and Rs.88.80 crore, respectively. GCL is engaged in the business of retailing and wholesale of branded readymade garments, bags, footwear and accessories directly and through its subsidiary/Joint Ventures. Further, Reliance Retail Ventures Limited, subsidiary of the Company, acquired the following: 1. 50% stake in Genesis La Mode Private Limited (GLM) for a consideration of

Rs.10.57 crore. GLM is engaged in business of retailing and wholesale of branded readymade garments, bags, footwear and accessories.

2. 50% stake in GLF Lifestyle Brands Private Limited (GLB) for a consideration of

Rs.38.45 crore. GLB is engaged in business of retailing and wholesale of branded readymade garments, bags, footwear and accessories.

3. 50% stake in GML India Fashion Private Limited (GML) for a consideration of

Rs.4.48 crore. GML is engaged in business of retailing and wholesale of branded readymade garments, bags, footwear and accessories.

4. 50% stake in GLB Bodycare Private Limited (Bodycare) for consideration of

Rs.0.16 crore. Bodycare is engaged in business of retailing and wholesale of branded cosmetics and accessories.

5. 2.07% stake in Genesis Luxury Fashion Private Limited (GLF) for a

consideration of Rs. 3.37 crore. GLF is engaged in business of retailing and wholesale of branded readymade garments, bags, footwear and accessories directly and through its subsidiary/joint ventures.

2.3.4.12 Reliance Industrial Investments and Holdings Limited, subsidiary of the Company, acquired 37% stake in Compulsorily Convertible Preferred Shares of NetraDyne Inc., USA ("NetraDyne") for USD 24 million. NetraDyne is a high-end technology driven product, deep learning solutions and vision based analytics business with focus on verticals such as fleet management, automotive, security and surveillance. 2.3.4.13 Reliance Industrial Investments and Holdings Limited, subsidiary of the Company, acquired 12.7% stake in SkyTran Inc. on a fully diluted basis for USD 25 million. SkyTran, is a venture capital-funded technology company incorporated under the laws of Delaware, United States of America (USA) in 2011. SkyTran is focused on developing state of the art technology in the field of Personal Rapid Transit Systems. 2.3.4.14 Reliance Industrial Investments and Holdings Limited, subsidiary of the Company, acquired 75% stake in New Emerging World of Journalism Private Limited (NEWJ) for an amount aggregating Rs. 10 crore. NEWJ is an early stage technology start up incorporated in India in January 2018. NEWJ’s business focus areas are production and curation of content for the emerging social and digital media ecosystem.



41

2.3.4.15 Reliance Industrial Investments and Holdings Limited (RIIHL), subsidiary of the Company, has incorporated a company viz. Jio Estonia OÜ. Entire paid-up share capital of Jio Estonia OÜ is held by RIIHL. Jio Estonia OÜ proposes to engage in the activity of software development and providing consultancy for existing and future technology initiatives pursued by the Company and its subsidiaries. 2.3.4.16 Reliance Industrial Investments and Holdings Limited, subsidiary of the Company, acquired 83.17% stake in The Indian Film Combine Private Limited (IFC). IFC is setting up a drive-in theatre and hospitality precinct comprising of a hotel, a retail mall and a club, built on approximately 12 acres of land in Bandra Kurla Complex (BKC), Mumbai.

2.3.4.17 Reliance Industrial Investments and Holdings Limited, subsidiary of the Company, has acquired 82% stake in partly paid equity shares of SankhyaSutra Labs Private Limited (SSL) for cash consideration of Rs. 26 crore. SSL is a High-Performance Computing (HPC) software simulation services company. SSL is focused on simulation services for manufacturing and Industrial companies like - automobile, aircraft manufacturing, oil and gas, and semiconductor manufacturing etc

2.3.4.18 Reliance Industrial Investments and Holdings Limited, wholly owned subsidiary of the Company, has acquired 30% stake in Surajya Energy Systems Private Limited (Easygov) for cash consideration of Rs.30 crore. Easygov is focused on citizen centric software solutions and services that help in improving convenience to people in accessing and digitally applying for Government to Citizen (G2C) schemes and services. 2.3.4.19 Reliance Industrial Investments and Holdings Limited, subsidiary of the Company, has acquired 83% stake in Grab A Grub Services Private Limited (Grab) for cash consideration of Rs.106 crore. Grab provides technology enabled, asset light logistics services for various verticals.

2.3.4.20 Reliance Industrial Investments and Holdings Limited, subsidiary of the

Company, has acquired 82% stake in C-Square Info Solutions Private Limited (C-

Square) for cash consideration of Rs.46 crore. Grab provides technology enabled, asset light logistics services for various verticals. 2.3.4.21 Reliance Industrial Investments and Holdings Limited, subsidiary of the Company, has acquired 100% holding in Radisys India Private Limited (RIPL) for cash consideration of Rs.114 crore. RIPL is engaged in software services business.

2.3.4.22 Reliance Content Distribution Limited (RCDL), a wholly-owned subsidiary of Reliance Industries Limited (RIL), has contributed to the corpus of Digital Media Distribution Trust (DMDT) and is the sole beneficiary of DMDT. DMDT holds 100% shareholding in Jio Content Distribution Holdings Private Limited (JCDHPL), Jio Internet Distribution Holdings Private Limited (JIDHPL), Jio Cable and Broadband Holdings Private Limited (JCBHPL), Jio Futuristic Digital Holdings Private Limited (JFDHPL), Jio Digital Distribution Holdings Private Limited (JDDHPL) and Jio Television Distribution Holdings Private Limited (JTDHPL).

JCDHPL, JIDHPL and JCBHPL have acquired, 74,93,82,454, 30,03,37,845 and 22,39,80,916 equity shares, respectively, in Hathway Cable and Datacom Limited (HCDL) which constitute 42.34%, 16.97% and 12.65%, respectively, of the



42

shareholding in HCDL. The total consideration paid for this acquisition is Rs. 4,120.42 crore. JCDHPL, JIDHPL and JCBHPL are in sole control of HCDL.

Pursuant to the above acquisition, JCDHPL, JIDHPL and JCBHPL:

a. indirectly hold and control through HCDL, 37.32% of the shareholding in GTPL Hathway Limited; and

b. indirectly hold and control through HCDL and Hathway Media Vision Private Limited, a wholly owned subsidiary of HCDL, 51.61% of the shareholding in Hathway Bhawani Cabletel and Datacom Limited.

JFDHPL, JDDHPL and JTDHPL have acquired, 17,04,32,150, 7,12,48,280 and 7,33,52,570 equity shares, respectively, in Den Networks Limited which constitute 35.71%, 14.93% and 15.37%, respectively, of the shareholding in Den Networks Limited. The total consideration paid for this acquisition is Rs. 2,289.03 crore.

2.3.5 Details of any Reorganization or Reconstruction in the last 1 year

Types of event Date of announcement Date of Completion Details

None

2.4 Details of the shareholding of the Company as on the latest quarter end i.e. December 31, 2018

2.4.1 Shareholding pattern of the Company as on last quarter end i.e. December 31, 2018*

Sr. No.

Particulars Total no. of

equity shares held

No. of shares in demat form

Total shareholding as % of total no of equity

shares

Total voting

rights as % of total

voting capital

1 Promoters & Promoter Group 292 62 02 148 292 62 02 148 46.17 47.45

2 Mutual Funds/UTI 26 28 51 255 26 20 41 442 4.15 4.26

3 Alternate Investment Funds 1 18 245 1 18 245 0.00 0.00

4 Foreign Portfolio Investors (FPIs)

148 35 29 966 148 35 29 966 23.40 24.06

5 Financial Institutions/ Banks 33 94 817 30 70 140 0.05 0.06

6 Insurance Companies 49 67 57 798 49 67 51 698 7.84 8.06

7 Foreign Institutional Investors (FIIs)

56 16 192 54 71 422 0.09 0.09

8 Qualified Institutional Buyers 901 901 0.00 0.00

9 Central Government/ State Government(s)/ President of India

1 06 61 136 76 99 834 0.17 0.17

10 Individuals 56 92 77 398 49 61 65 618 8.98 9.23

11 NBFCs registered with RBI 1 81 103 1 81 103 0.00 0.00

12 Bodies Corporate 16 25 59 504 16 13 59 844 2.56 2.64

13 Non Resident Indians 3 31 94 798 2 72 10 105 0.52 0.54



43

14 Overseas Corporate Bodies 4 34 350 3 63 976 0.01 0.01

15 Foreign Portfolio Investors(Individual)

1 055 1 055 0.00 0.00

16 Foreign Nationals 20 748 20 748 0.00 0.00

17 Clearing Members 24 69 407 24 69 407 0.04 0.04

18 Shares held by Subsidiary Companies on which no voting rights are exercisable

17 18 82 820 17 18 82 820 2.71 0.00

19 Unclaimed Shares Suspense Account

83 82 687 83 82 687 0.13 0.14

20 Investor Education and Protection Fund (IEPF) Authority

3 15 21 262 3 15 21 262 0.50 0.51

21 Trusts 2 16 06 712 2 15 92 112 0.34 0.35

22 HUF 97 43 752 96 90 239 0.15 0.16

23 Global Depository Receipts (GDRs)

13 81 53 798 13 81 34 898 2.18 2.24

Total 633 85 61 852 625 38 61 670 100.00 100.00

*Note: No shares held by the Promoters have been pledged or encumbered.

2.4.2 List of top 10 holders of equity shares of the Company as on the latest quarter end i.e. December 31, 2018

Sr. No.

Name of the Shareholders Total No of

Equity Shares

No of shares in Dematerialised

form

Total Shareholding as % of total no of equity

shares

1 Devarshi Commercials LLp 71 08 00 410 71 08 00 410 11.21

2 Srichakra Commercials LLp 68 88 95 274 68 88 95 274 10.87

3 Karuna Commercials LLp 50 81 66 996 50 81 66 996 8.02

4 Life Insurance Corporation of India 47 04 11 008 47 04 05 108 7.42

5 Tattvam Enterprises LLp 43 14 31 608 43 14 31 608 6.81

6 Reliance Industries Holding Private Ltd 25 75 37 726 25 75 37 726 4.06

7 Petroleum Trust (through Trustees for sole beneficiary-M/s Reliance Industrial Investments and Holdings Ltd.)

24 09 42 006 24 09 42 006 3.80

8 Europacific Growth Fund 19 56 00 942 19 56 00 942 3.09

9 The Bank of New York Mellon 13 81 53 798 13 81 34 898 2.18

10 Government of Singapore 7 94 41 105 7 94 14 623 1.25

Total 372 13 80 873 372 13 29 591 58.71

2.5 Details regarding the Directors of the Company

2.5.1 Details of the current Directors of the Company as of the date of this Disclosure Document



44

Name Designation DIN Age Address Director of the

Company since

Details of other

Directorship

Shri Mukesh D.

Ambani

Chairman &

Managing

Director

00001695 61 39, Altamount Road,

Opp Washington

House, Mumbai

400 026

April 1, 1977 Reliance Retail

Ventures Limited

Reliance Jio

Infocomm Limited

KDA Enterprises

Private Limited

Reliance Foundation

Breakthrough Energy

Ventures LLC, USA

Reliance Foundation

Institution of

Education and

Research

Shri Nikhil R.

Meswani

Executive

Director

00001620 53 241/242, Rambha,

Napean Sea Road,

Mumbai 400 006

June 26, 1986 Reliance Commercial

Dealers Limited

Shri Hital R.

Meswani

Executive

Director

00001623 50 “Woodlands”, Flat

No.C-23/24, 67,

Peddar Road, Mumbai

400 026

August 4, 1995 Reliance Industrial

Investments and

Holdings Limited

Reliance Commercial

Dealers Limited

The Indian Film

Combine Private

Limited

Shri P.M.S.

Prasad

Executive

Director

00012144 67 Flat No. 92, 9th Floor,

Bakhtawar Co-Op.

Housing Society Ltd.,

22, N D Marg, Mumbai

400 006

August 21, 2009 Reliance Commercial

Dealers Limited

Viacom 18 Media

Private Limited

Network

18 Media &

Investments Limited

TV18 Broadcast

Limited

Shri Pawan

Kumar Kapil

Executive

Director

02460200 73 Bunglow No.12,

Sector – V, Reliance

Greens, Jamnagar

361 142, Gujarat

May 16, 2010 -

Shri Mansingh L.

Bhakta

Independent

Director

00001963 87 4th - Floor, Plot-87,

Jeevan Niwas, Khan

Abdul Gaffar Khan

Marg, Worli Sea Face,

Mumbai 400 025

September 27,

1977

-

Dr. Yogendra P.

Trivedi

Independent

Director

00001879 90 "Mistry Manor",

62-A, Napean Sea

Road, Mumbai

400 006

April 16, 1992 Zodiac Clothing

Company Limited

The Supreme

Industries Limited

New Consolidated

Construction

Company Limited

Emami Limited

Sai Service Private

Limited



45


Company since

Details of other

Directorship

Federation of Indian

Automobile

Association

Prof. Dipak C.

Jain

Independent

Director

00228513 61 915, Hamlin Street,

Evanston, Illinois

60201, USA

August 4, 2005 Reliance Retail

Ventures Limited

Reliance Retail

Limited

John Deere &

Company

Reliance Jio

Infocomm Limited

Dr. Raghunath A.

Mashelkar

Independent

Director

00074119 76 3rd Floor, Adams

Court, Above Bank of

Baroda, Baner, Pune

411 045

June 9, 2007

Piramal Enterprises

Limited

Sakal Papers Private

Limited

Vyome Biosciences

Private Limited

Invictus Oncology

Private Limited

International

Longevity Centre –

India

Gharda Scientific

Research Foundation

Gharda Medical &

Advanced

Technologies

Foundation

Reliance Gene Medix

PLC

Access Health

International

Godrej Agrovet

Limited

Vyome Therapeutics

Limited

Akamara

Biomedicine Private

Limited

Shri Adil

Zainulbhai

Independent

Director

06646490 65 The Imperial

Apartment, Flat No.

4701, B B Nakashe

Marg, Tardeo,

Mumbai 400 034

December 20,

2013

Larsen and Toubro

Limited

Network18 Media &

Investments Limited

Reliance Jio

Infocomm Limited

Cipla Limited

Reliance Retail

Ventures Limited

TV18 Broadcast

Limited

Piramal Foundation

Indiacast Media

Distribution Private



46


Company since

Details of other

Directorship

Limited

Viacom 18 Media

Private Limited

Smt. Nita M.

Ambani

Non- Executive

Non-

Independent

Director

03115198 56 39, Altamount Road,

Opp Washington

House, Mumbai

400026

June 18, 2014 Football Sports

Development Limited

EIH Limited

Reliance Foundation

Institution of

Education and

Research

Reliance Foundation

Shri Raminder

Singh Gujral

Independent

Director

07175393

65 109, Sector 10A

Chandigarh 160 011

June 12, 2015 Adani Power

(Mundra) Limited

Adani Power Limited

Dr. Shumeet

Banerji

Independent

Director

02787784 59 160 W. 62nd Street –

Apt 42C– New York,

NY 10023, USA.

July 21, 2017 Felix

Pharmaceuticals

Private Limited

Reliance Jio

Infocomm Limited

HP Inc

Tala Energy Private

Limited

Berg Health LLC

Proteus Digital

Health, Inc.

Smt. Arundhati Bhattacharya

Independent Director

02011213 62

Flat No. 1401, 14th Floor, C Wing, Lodha Bellissimo, Apollo Mills Compound, N.M Joshi Marg, Mahalaxmi, Mumbai - 400 011

October 17, 2018

CRISIL Limited

Wipro Limited

Piramal Enterprises

Limited

*Note: The Company confirms that none of its Directors appears in the RBI defaulter list and/or ECGC default list.

2.5.2 Details of change in Directors since last three years

Name Designation DIN Appointment/

Resignation

Date of

Appointment/

Resignation

Director of

Company

since (in

case of

resignation)

Remarks

Shri

Raminder

Singh Gujral

Independent

Director

07175393 Appointment June 12, 2015 N.A. --

Dr. Dharam

Vir Kapur

Independent

Director

00001982 Cessation on

completion of

term

July 21, 2017

March 28,

2001

--

Dr. Shumeet

Banerji

Independent

Director

02787784 Appointment July 21, 2017

N.A. --

Prof. Ashok

Misra

Independent

Director

00006051 Demitted

office of a

Director

October 17,

2018

April 27,

2005

--



47

Name Designation DIN Appointment/

Resignation

Date of

Appointment/

Resignation

Director of

Company

since (in

case of

resignation)

Remarks

Smt.

Arundhati

Bhattacharya

Independent

Director

02011213 Appointment October 17,

2018

N.A. --

2.6 Details regarding the Auditors of the Company

2.6.1 Details of the statutory auditors of the Company

Name Address Auditor since

S R B C & CO LLP,

Chartered Accountants

(Registration No. 324982E/E300003)



Dadar (West), Mumbai 400 028

July 21, 2017

D T S & Associates,

Chartered Accountants

(Registration No. 142412W)

Suite # 1306-1307,

Lodha Supremus, Senapati Bapat Marg,

Lower Parel, Mumbai 400 013

July 21, 2017

2.6.2 Details of change in statutory auditors since last three years

Name Address Date of

Appointment/

Resignation

Auditor of the

Company since

(in case of

resignation)

Remarks

Chaturvedi & Shah,

Chartered

Accountants

(Registration No.

101720W)

714-715, Tulsiani

Chambers, 212,

Nariman Point

Mumbai 400 021

July 21, 2017 September 24,

1977

Ceased to be

auditors due to

mandatory

rotation of

auditors as

prescribed under

Section 139 of

the 2013 Act

Deloitte Haskins &

Sells LLP,

Chartered

Accountants

(Registration No.

117366W / W –

100018)

Indiabulls Finance

Centre

Tower 3, 27th – 32nd

Floor, Senapati Bapat

Marg, Elphinstone

Road (West), Mumbai

400 013

July 21, 2017 August 03, 2005

Rajendra & Co.,

Chartered

Accountants

(Registration No.

108355W)

1311, Dalamal Tower,

211, Nariman Point

Mumbai 400 021

July 21, 2017 January 18, 1977



48

Name Address Date of

Appointment/

Resignation

Auditor of the

Company since

(in case of

resignation)

Remarks

S R B C & CO LLP,

Chartered

Accountants

(Registration No.

324982E/E300003)


29, Senapati Bapat

Marg,

Dadar (West),

Mumbai 400 028

July 21, 2017 N.A. Appointed as

auditors pursuant

to Section 139 of

the 2013 Act for a

term of 5

consecutive

years D T S & Associates,

Chartered

Accountants

(Registration No.

142412W)

Suite # 1306-1307,

Lodha Supremus,

Senapati Bapat Marg,

Lower Parel, Mumbai

400 013

July 21, 2017 N.A.

2.7 Details of borrowings of the Company as on latest quarter ended i.e. December 31, 2018

2.7.1 Details of Secured Loan Facilities*

Lender’s Name Type of

facility

Amount

Sanctioned

(Rs. Crore)

Principal

Amount

Outstanding

(Rs. Crore)

Repayment

Date /

Schedule

Security

HDFC Bank Cash Credit 2,700 48 On Demand Debtors and

inventory

State Bank of

India

Cash Credit 4,000 102 On Demand Debtors and

inventory

Bank of

Maharashtra

REPO 1,651 1,651 Various dates in

FY 2018-19

G-Sec

State Bank of

India

REPO 1,010 1,010 Various dates in

FY 2018-19

G-Sec

*Note: Debentures not shown above since it is given separately in this Disclosure Document **Note: For REPO borrowings, amount sanctioned is considered to be the principal amount outstanding

2.7.2 Details of Unsecured Loan Facilities (as on December 31, 2018)*

Lender / Instrument

Name

Type of

Facility

Amount

Sanctioned

(Rs. Crore

unless

specified)

Principal

Amount

Outstanding

(Rs. Crore)**

Repayment

Date/

Schedule

External Commercial Borrowings (ECB)/ Export Credit Agency (ECA)

U.S.$ 100,000,000

9.375% Notes due 2026

(Yankee 2)

FCY

Bonds

$ 100 million 154.20 June 24, 2026

U.S.$ 100,000,000 10.5%

Notes due 2046 (Yankee

3)

FCY

Bonds

$ 100 million 67.12 August 06,

2046

U.S.$ 100,000,000 8.25%

Notes due 2027 (Yankee

4)

FCY

Bonds

$ 214 million 236.71 January 15,

2027

U.S.$ 100,000,000

10.25% Notes due 2097

(Yankee 5)

FCY

Bonds

$ 100 million 86.87 January 15,

2097



49

Lender / Instrument

Name

Type of

Facility

Amount

Sanctioned

(Rs. Crore

unless

specified)

Principal

Amount

Outstanding

(Rs. Crore)**

Repayment

Date/

Schedule

US$ 150,000,000 7.625%

Notes due 2027 (CALFP)

FCY

Bonds


2027

US$ 200,000,000 6.34%

Series B Senior Notes due

2019

FCY

Bonds

$ 38 million 265.15 March 26,

2019

US$1,000,000,000

4.125% Senior Notes Due

2025

FCY

Bonds

$ 1,000 million 6,977.50 January 28,

2025

US$750,000,000 4.875%

Senior Notes Due 2045

FCY

Bonds

$ 750 million 5,233.13 February 10,

2045

US$200,000,000 5%

Senior Notes Due 2035

FCY

Bonds

$ 200 million 1,395.50 June 05, 2035

US$225,000,000 2.512%

Notes due 2026, Series

2015-1 Guaranteed by

Export-Import Bank of the

USA

FCY

Bonds

$ 225 million 1,177.45 Payable in 20

equal semi-

annual

instalments

commencing

on July 15,

2016 and

ending on

January 15,

2026

US$190,716,000 2.060%




USA

FCY

Bonds

$ 190.72

million

998.04 Payable in 20

equal semi-

annual

instalments

commencing

on July 15,

2016 and

ending on

January 15,

2026

US$184,284,000 1.870%




USA

FCY

Bonds

$ 184.28

million

1,015.14 Payable in 19

equal semi-

annual

instalments

commencing

on January 15,

2017 and

ending on

January 15,

2026

US$204,905,000 2.444%




USA

FCY

Bonds

$ 204.91

million


equal semi-

annual

instalments

commencing

on January 15,

2017 and

ending on

January 15,

2026



50

Lender / Instrument

Name

Type of

Facility

Amount

Sanctioned

(Rs. Crore

unless

specified)

Principal

Amount

Outstanding

(Rs. Crore)**

Repayment

Date/

Schedule

U.S.$ 800,000,000 3.667%

Senior Notes due 2027

FCY

Bonds

$ 800 million 5,582.00 November 30,

2027

Aflac Life Insurance Japan

Limited

FCY

Bilateral

Long Term

Loan


2020

State Bank of India,

Singapore

FCY

Bilateral

Long Term

Loan


equal annual

instalments

commencing

on January 17,

2020 and

ending on

January 17,

2022

Export Development

Canada, Canada

FCY ECA

Long Term

Loan


equal semi-

annual

instalments

commencing

on September

30, 2016 and

ending on

September 30,

2025

MUFG Bank Ltd. And

Westpac Banking

Corporation

FCY Club

Long Term

Loan

$ 166.67

million

1,162.92 June 29, 2020

Various lenders including

Australia and New Zealand

Banking Group Limited,

Bank of America National

Association Taipei

Offshore Banking Branch,

Bank of China (Hong

Kong) Limited, Bank of

China Limited, Singapore

Branch, Bank of Taiwan,

Singapore Branch, The

Bank of Tokyo-Mitsubishi

UFJ, Ltd., Singapore

Branch, BNP Paribas,

Singapore Branch,

Citibank N.A. Jersey

Branch. Crédit Agricole

Corporate and Investment

Bank, Hong Kong Branch,

DBS Bank Ltd., E. Sun

Commercial Bank, Ltd.,

Export Development

Canada, The Export-

Import Bank of the

Republic of China, First

FCY

Syndicated

Long Term

Loan

$ 550 million 3,837.63 April 27, 2020



51

Lender / Instrument

Name

Type of

Facility

Amount

Sanctioned

(Rs. Crore

unless

specified)

Principal

Amount

Outstanding

(Rs. Crore)**

Repayment

Date/

Schedule


Hua Nan Commercial

Bank, Ltd., Offshore

Banking Branch, Hua Nan


Singapore Branch, KGI

Bank, The Korea

Development Bank, The

Korea Development Bank,

Singapore Branch, Land

Bank of Taiwan, Singapore

Branch, Mega International

Commercial Bank Co.,

Ltd., Offshore Banking

Branch, Mizuho Bank, Ltd.,

Singapore Branch,

National Bank of Abu

Dhabi PJSC, Standard

Chartered Bank, Sumitomo

Mitsui Banking

Corporation, Taipei Fubon

Commercial Bank Co., Ltd


Shanghai Commercial and

Savings Bank Ltd,


United

Overseas Bank Limited

and Westpac Banking

Corporation


Bank of China (Hong

Kong) Limited, The Bank of

Tokyo-Mitsubishi UFJ,

Ltd., Singapore Branch,

BNP Paribas, Singapore

Branch, Chang Hwa

Commercial Bank, Ltd.


Citibank N.A. Jersey

Branch, DBS Bank Ltd.,

Export Development

Canada, The Hongkong

and Shanghai Banking

Corporation Limited,


Shanghai Commercial and

Savings Bank Ltd,


Standard Chartered Bank,

Sumitomo Mitsui Banking

Corporation and United

Overseas Bank Limited

FCY

Syndicated

Long Term

Loan

$ 550 million 3,837.63 June 19, 2020



52

Lender / Instrument

Name

Type of

Facility

Amount

Sanctioned

(Rs. Crore

unless

specified)

Principal

Amount

Outstanding

(Rs. Crore)**

Repayment

Date/

Schedule


Australia And New Zealand


Bank Of America N.A.,

Barclays Bank PLC, BNP

Paribas, acting through its

Singapore Branch, BNS

Asia Limited, MUFG Bank

Ltd., Singapore Branch,

Citibank, N.A., Jersey

Branch, Crédit Agricole

Corporate And Investment

Bank, Hong Kong Branch,

DBS Bank Ltd., Export

Development Canada,

First Abu Dhabi Bank

PJSC, Singapore Branch,

J P Morgan Chase Bank

N.A., Singapore Branch,

The Hongkong And

Shanghai Banking

Corporation Limited,

Singapore Branch,

Mitsubishi UFJ Trust and

Banking Corporation,

Mizuho Bank, Ltd.,

Singapore Branch, Societe

Generale, Hong Kong

Branch, Standard

Chartered Bank, Sumitomo

Mitsui Banking

Corporation, Singapore

Branch, United Overseas

Bank Limited, Westpac

Banking Corporation

FCY

Syndicated

Long Term

Loan

$ 977.98

million


equal

instalments

commencing

on 29 April,

2020 and on 29

July 2020

Various lenders including Australia And New Zealand Banking Group Limited, Bank Of America N.A., Barclays Bank PLC, BNP Paribas- Singapore Branch, BNS Asia Limited, MUFG Bank, Ltd.- Singapore Branch, Citibank, N.A.- Jersey Branch, Crédit Agricole Corporate And Investment Bank- Hong Kong Branch, DBS Bank Ltd., First Abu Dhabi Bank PJSC- Singapore Branch, The Hongkong And Shanghai Banking Corporation Limited- Singapore Branch, Mizuho Bank, Ltd.- Singapore Branch, Societe

FCY

Syndicated

Long Term

Loan

$ 187.41

million

1,307.65 July 30, 2021



53

Lender / Instrument

Name

Type of

Facility

Amount

Sanctioned

(Rs. Crore

unless

specified)

Principal

Amount

Outstanding

(Rs. Crore)**

Repayment

Date/

Schedule

Generale- Hong Kong Branch, Standard Chartered Bank- London, Sumitomo Mitsui Banking Corporation- Singapore Branch, United Overseas Bank Limited, Westpac Banking Corporation Various lenders including Australia And New Zealand Banking Group Limited, Bank Of America N.A., Barclays Bank PLC, BNP Paribas- Singapore Branch, BNS Asia Limited, MUFG Bank, Ltd.- Singapore Branch, Citibank, N.A.- Jersey Branch, Crédit Agricole Corporate And Investment Bank- Hong Kong Branch, DBS Bank Ltd., First Abu Dhabi Bank PJSC- Singapore Branch, The Hongkong And Shanghai Banking Corporation Limited- Singapore Branch, Mizuho Bank, Ltd.- Singapore Branch, Societe Generale- Hong Kong Branch, Standard Chartered Bank- London, Sumitomo Mitsui Banking Corporation- Singapore Branch, United Overseas Bank Limited, Westpac Banking Corporation, Bank of China Limited- Singapore Branch, KfW IPEX-Bank GmbH

FCY

Syndicated

Long Term

Loan

$ 1,478.47

million

10,316.05 Payable in 3 equal installments on 16 Jan 2023, 17 Apr 2023 and 14 Aug 2023

Various lenders including Australia And New Zealand Banking Group Limited, Bank Of America N.A., The Bank of East Asia, Limited- Singapore Branch, BNP Paribas, acting through its Singapore Branch, BNS Asia Limited, Citibank, N.A.- Jersey Branch, Crédit Agricole Corporate And Investment Bank- Hong Kong Branch, DBS Bank Ltd., First Abu Dhabi Bank PJSC- Singapore Branch, The Hongkong And Shanghai Banking Corporation Limited- Singapore Branch, Mizuho Bank, Ltd.- Singapore Branch, MUFG Bank, Ltd.-

FCY

Syndicated

Long Term

Loan

$ 966.06

million

6,740.67 Payable in 2 equal installments on 29 Jul 2021 and 29 Oct 2021



54

Lender / Instrument

Name

Type of

Facility

Amount

Sanctioned

(Rs. Crore

unless

specified)

Principal

Amount

Outstanding

(Rs. Crore)**

Repayment

Date/

Schedule

Singapore Branch, Societe Generale- Hong Kong Branch, Standard Chartered Bank- London, Sumitomo Mitsui Banking Corporation- Singapore Branch, United Overseas Bank Limited, Westpac Banking Corporation, JPMorgan Chase Bank, N.A.- Singapore Branch, The Korea Development Bank, The Korea Development Bank- Singapore Branch, The Korea Development Bank- Tokyo Branch, Export Development Canada, AfrAsia Bank Limited, Baiduri Bank Berhad, The Chiba Bank, Ltd.- Hong Kong Branch

Nordea Bank AB publ and

KfW

FCY ECA

Long Term

Loan

$ 100 million 69.78 Payable in 20

equal semi-

annual

instalments

commencing

on 28 Feb

2010 and

ending on 31

Aug, 2019

Nordea Bank AB publ and

KfW

FCY ECA

Long Term

Loan


equal semi-

annual

instalments

commencing

on February

28, 2010 and

ending on

August 31,

2019

JP Morgan Chase Bank

NA, USA

FCY ECA

Long Term

Loan


equal semi-

annual

instalments

commencing

on March 25,

2010 and

ending on

September 25,

2019



Corporation, HSBC Bank

Plc, ING Bank, a branch of

FCY ECA

Long Term

Loan


equal semi-

annual

instalments



55

Lender / Instrument

Name

Type of

Facility

Amount

Sanctioned

(Rs. Crore

unless

specified)

Principal

Amount

Outstanding

(Rs. Crore)**

Repayment

Date/

Schedule

ING DiBa AG, Erste

Abwicklungsanstalt and DZ

Bank AG

commencing

on July 31,

2015 and

ending on

January 31,

2025


KfW IPEX Bank GmbH,

Citibank N A,

Commerzbank

Aktiengesellschaft,

NordDeutsche

Landesbank Girozentrale,

Singapore, Banco

Santander S A,

Landesbank Baden-

Wurttemberg, DZ Bank AG

Deutsche Zentral -

Genossenschaftsbank,

BHF-Bank

Aktiengesellschaft, ING

Bank, Branch of ING-DiBa

AG and Unicredit Bank AG

FCY ECA

Long Term

Loan

$ 1,289.05

million


equal semi-

annual

instalments

commencing

on October 31,

2016 and

ending on

October 31,

2025




The Bank of Tokyo

Mitsubishi UFJ Limited,

HSBC Bank Plc, ING Bank,

a branch of ING DiBa AG,

JP Morgan Chase NA,

Singapore Branch, Credit

Agricole Corporate and

Investment Bank,

Commerz Bank AG, Banco

Santander SA, Mizuho

Bank Ltd, Singapore

Branch and Sumitomo

Mitsui Banking Corporation

FCY ECA

Long Term

Loan


equal semi-

annual

instalments

commencing

on March 21,

2017 and

ending on

September 21,

2026

Ex-Im Bank of United

States and J P Morgan &

Chase Co Ltd

FCY ECA

Long Term

Loan

$ 916.49

million


equal semi-

annual

instalments

commencing

on July 15,

2016 and

ending on

January 15,

2026

HSBC France and BNP

Paribas SA

FCY ECA

Long Term

Loan

$ 105.98

million


equal semi-

annual

instalments



56

Lender / Instrument

Name

Type of

Facility

Amount

Sanctioned

(Rs. Crore

unless

specified)

Principal

Amount

Outstanding

(Rs. Crore)**

Repayment

Date/

Schedule

commencing

on September

21, 2017 and

ending on

September 21,

2024


Banking Group Limited

FCY ECA

Long Term

Loan


equal semi-

annual

instalments

commencing

on March 21,

2017 and

ending on

September 21,

2026


ING Bank, a branch of ING

DiBa AG, DZ Bank AG,

Deutsche Zentral

Genossenschaftsbank,

Frankfurt, am Main, The

Bank of Tokyo Mitsubishi

UFJ, Ltd, The Hongkong

and Shanghai Banking

Corporation Ltd and KfW

IPEX Bank GmbH

FCY ECA

Long Term

Loan

$ 200.61

million


equal semi-

annual

instalments

commencing

on March 21,

2017 and

ending on

September 21,

2026


Japan Bank For

International Cooperation

(JBIC), The Bank Of

Tokyo-Mitsubishi Ufj, Ltd.,


Corporation, Mizuho Bank,

Ltd., The Gunma Bank,

Ltd., The Hachijuni Bank,

Ltd., The Chiba Bank, Ltd.,

The Chugoku Bank Ltd,

The Hyakujushi Bank Ltd

and The Joyo Bank Ltd

FCY ECA

Long Term

Loan

$ 404.07

million


equal semi-

annual

instalments

commencing

on October 10,

2016 and

ending on April

10, 2026

Various lenders including The Hongkong and Shanghai Banking Corporation Limited- Singapore Branch, First Abu Dhabi Bank PJSC-Singapore Branch, MUFG Bank, Ltd., BNP Paribas Fortis SA/NV, DZ Bank AG

FCY ECA

Long Term

Loan

$ 495.91

million

103.98 Payable in 19 equal semi-annual installments commencing on 07 Aug 2019 and ending on 07 Aug 2028

Others

Citi Bank Buyer’s

Credit

$ 700 million 9.01 Various dates

in FY 2018-19

and FY 2019-

20



57

Lender / Instrument

Name

Type of

Facility

Amount

Sanctioned

(Rs. Crore

unless

specified)

Principal

Amount

Outstanding

(Rs. Crore)**

Repayment

Date/

Schedule

Axis Bank Working

Capital

Demand

Loan

500 500 January 01,

2019

*Note: Commercial Paper not shown above since it is given separately in this Disclosure Document **Note: Exchange rate as on December 31, 2018 has been considered (Source: Fedai - Foreign Exchange Dealers Association of India). ***Note: For Working Capital Demand Loan, amount sanctioned is considered to be the principal amount outstanding

2.7.3 Details of NCDs as of December 31, 2018

Debenture

Series

Tenor/

Period

of

Maturity

(years)

Coupon Amount

outstanding

(Rs. Crore)

Date of

Allotment

Redemption

Date/

Schedule

Credit

Rating

Secured/

Unsecured

Security

PPD – 180

Tranche 1

10 8.75% 500.00 May 7,

2010

May 7, 2020 “CRISI

L AAA”

and

“IND

AAA”

Secured

Secured by

way of first

mortgage /

charge on

the

immovable

properties

situated at

Jamnagar

Complex

(SEZ unit) of

the

Company.

PPD –

Series A

5 7.00% 5,000.00 August 31,

2017

August 31,

2022

“Crisil

AAA”,

“ICRA

AAA”

and

“CARE

AAA”

Unsecured N.A.

PPD –

Series B

3 years

and 15

days

6.78% 2,500.00 September

1, 2017

September

16, 2020

“Crisil

AAA”,

“ICRA

AAA”

and

Unsecured N.A.



58

Debenture

Series

Tenor/

Period

of

Maturity

(years)

Coupon Amount

outstanding

(Rs. Crore)

Date of

Allotment

Redemption

Date/

Schedule

Credit

Rating

Secured/

Unsecured

Security

“CARE

AAA”

PPD –

Series C

3 6.80% 2,500.00 September

4, 2017

September 4,

2020

“Crisil

AAA”,

“ICRA

AAA”

and

“CARE

AAA”

Unsecured N.A.

PPD –

Series D

5 7.17% 5,000.00 November

8, 2017

November 8,

2022

“Crisil

AAA”,

“ICRA

AAA”

and

CARE AAA”

Unsecured N.A.

PPD –

Series E

3 years

and 1

month

6.95% 2,500.00 November

14, 2017

December

14, 2020

“Crisil

AAA”,

“ICRA

AAA”

and

CARE

AAA”

Unsecured N.A.

PPD –

Series F

3 years,

1 month

and 2

days

7.07% 2,500.00 November

22, 2017

December

24, 2020

“Crisil

AAA”,

“ICRA

AAA”

and

CARE

AAA”

Unsecured N.A.

PPD –

Series G

10 9.05% 3,500.00 October 17,

2018

October 17,

2028

“Crisil

AAA”,

“ICRA

AAA”

and

CARE

AAA”

Unsecured N.A.

PPD –

Series H

10 8.95% 3,000.00 November

09, 2018

November

09, 2028

“Crisil

AAA”,

“ICRA

AAA”

and

CARE

AAA”

Unsecured N.A.

PPD –

Series IA

10 8.70% 500.00 December

11, 2018

December

11, 2028

“Crisil

AAA”,

“ICRA

AAA”

and

CARE

AAA”

Unsecured N.A.

PPD –

Series IB

10 8.65% 3,000.00 December

11, 2018

December

11, 2028

“Crisil

AAA”,

“ICRA

Unsecured N.A.



59

Debenture

Series

Tenor/

Period

of

Maturity

(years)

Coupon Amount

outstanding

(Rs. Crore)

Date of

Allotment

Redemption

Date/

Schedule

Credit

Rating

Secured/

Unsecured

Security

AAA”

and

CARE

AAA”

2.7.4 List of top 10 Debenture Holders as on December 31, 2018

(a) Top 10 Debenture Holders (on cumulative basis and not in reference to any particular series of Debentures)

Sr. No. Name of the Debenture Holder Amount (Rs. Crs)

1 Yes Bank Limited 2,645.00

2 Axis Bank Limited 2,540.00

3 State Bank Of India 2,500.00

4 IDFC Mutual Funds 1,590.00

5 Reliance Capital Trustee Co Limited A/C Reliance Mutual Funds

1,385.00

6 SBI Life Insurance Co.Ltd 1,359.00

7 ICICI Lombard General Insurance Company Ltd 1,310.00

8 ICICI Prudential Mutual Funds 1,270.00

9 HDFC Standard Life Insurance Company Limited 1,190.00

10 ICICI Bank Ltd 1,182.50

(b) Top 10 Debenture Holders of NCD - Series PPD 180 – Tranche 1



60

Sr. No.

Name of the Debenture Holder Amount

(Rs. Crs)

1 IDFC Mutual Funds 185.00

2 HDFC Trustee Company Limited A/c HDFC MFS 35.00

3 Indiafirst Life Insurance Company Ltd 35.00

4 United India Insurance Company Limited 30.00

5 The New India Assurance Company Limited 25.00

6 Postal Life Insurance Fund A/c UTI AMC 15.00

7 ECGC Limited 15.00

8 Unit Trust Of India MFS / Schemes 15.00

9 Max Life Insurance Company Limited 14.20

10 The Oriental Insurance Company Limited 10.00

11 Invesco India Mutual Funds 10.00

12 Aditya Birla Sun Life Insurance Company Limited 10.00

13 HDFC Standard Life Insurance Company Limited 10.00

14 Sahara India Life Insurance Company Limited 10.00

15 Star Union Dai-Ichi Life Insurance Company Limited 10.00

16 HSBC Indian Staff Provident Fund 10.00

17 NPS Trust- A/c UTI Retirement Solutions Pension Fund Scheme - Central Govt

9.70

18 NPS Trust- A/c UTI Retirement Solutions Pension Fund Scheme - State Govt

9.60

19 Rural Postal Life Insurance Fund A/C SBIFMPL 8.00

(c) Top 10 Debenture Holders of NCD - PPD Series A

Sr. No.


(Rs. Crs)

1 Axis Bank Limited 700.00

2 SBI Life Insurance Co.Ltd 375.00

3 ICICI Lombard General Insurance Company Ltd 310.00



6 The Nomura Trust And Banking Co. Ltd. as the Trustee of Indian Local Currency Denominated Bond Mother Fund

240.00

7 NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - State Govt

212.50

8 ICICI Prudential Mutual Funds 200.00

9 NPS Trust- A/c SBI Pension Fund Scheme - State Govt 160.00

10 HSBC Global Investment Funds - India Fixed Income 155.00

(d) Top 10 Debenture Holders of NCD - PPD Series B



61

Sr.

No. Name of the Debenture Holder

Amount

(Rs. Crs)

1 SBI Mutual Funds 380.00

2 L and T Mutual Fund Trustee Ltd-L And T Triple Ace Bond

Fund 275.00


4 Bank of America Singapore Limited 175.00

5 Bajaj Allianz General Insurance Company Limited-

Policyholder Fund 150.00

6 HDFC Trustee Company Limited A/C HDFC MFS 125.00

7 Reliance Capital Trustee Co Limited A/c Reliance Mutual

Funds 125.00


9 ICICI Prudential Life Insurance Company Limited 110.00

10 The Hongkong and Shanghai Banking Corporation Limited 100.00

11 HDFC Ergo General Insurance Company Limited 100.00

12 Nomura Investment (Singapore) Pte Ltd 90.00

(e) Top 10 Debenture Holders of NCD - PPD Series C

Sr.

No. Name of Debenture Holders

Amount

(Rs. Crore)

1. State Bank of India 2500.00

(f) Top 10 Debenture Holders of NCD - PPD Series D

Sr.


Amount

(Rs. Crs)

1 Yes Bank Limited 2,645.00





6 Axis Mutual Fund Trustee Limited A/C Axis Mutual Funds 235.00

7 Kotak Mutual Funds 200.00

8 Bajaj Allianz General Insurance Company Limited-

Policyholder Fund 150.00

9 The Hongkong and Shanghai Banking Corp.Ltd. 100.00

10 Bajaj Allianz Life Insurance Company Ltd. 75.00

(g) Top 10 Debenture Holders of NCD - PPD Series E

Sr.


Amount

(Rs. Crs)

1 Axis Bank Limited 1840.00


3 L and T Mutual Fund Trustee Ltd-L and T Triple Ace Bond

Fund 100.00

4 Aditya Birla Sun Life Trustee Private Limited A/C Aditya Birla

Sun Life Medium Term Plan 85.00



62

5 Macquarie Emerging Markets Asian Trading Pte. Ltd. 50.00

6 Royal Sundaram General Insurance Co. Limited 15.00


8 Reliance Capital Trustee Co Limited A/C Reliance Mutual

Funds 5.00

(h) Top 10 Debenture Holders of NCD - PPD Series F

Sr. No.

Name of the Debenture Holder Amount (Rs. Crs)


930.00

2 The Hongkong and Shanghai Banking Corporation Limited 300.00



5 The Hongkong and Shanghai Banking Corp.Ltd. 165.00

6 HDFC Trustee Company Limited A/C Hdfc Mfs 150.00

7 DSP Blackrock Mutual Funds 130.00


9 Invesco India Bond Fund 60.00


11 Firstrand Bank Limited 50.00

(i) Top 10 Debenture Holders of NCD - PPD Series G

Sr. No.


1 CBT EPF-05-A-DM 340.00


3 CBT EPF-11-D-DM 297.50





8 CBT EPF-05-B-DM 177.50

9 NPS Trust- A/C SBI Pension Fund Scheme - State Govt 155.00


11 CBT EPF-05-C-DM 135.00

12 NPS Trust- A/C SBI Pension Fund Scheme - Central Govt 125.00

(j) Top 10 Debenture Holders of NCD - PPD Series H

Sr. No.


1 HDFC Trustee Company Limited A/C HDFC MFS 625.00




200.00

5 Nomura Fixed Income Securities Private Limited 165.00






63


10 Nomura Investment (Singapore) Pte Ltd 95.00

11 Bajaj Allianz General Insurance Company Limited-Policyholder Fund

85.00

(k) Top 10 Debenture Holders of NCD - PPD Series IA

Sr. No.


(Rs. Crs)


2 Tata Aia Life Insurance Co Ltd 400.00



5 Bharti AXA Life Insurance Company Ltd 200.00

6 Kotak Mahindra Life Insurance Company Ltd. 200.00

7 PNB Metlife India Insurance Company Limited 200.00

8 Future Generali India Insurance Co Ltd 100.00

9 Aegon Life Ph A/C 50.00

(l) Top 10 Debenture Holders of NCD - PPD Series IB

Sr. No.


1 ICICI Bank Ltd 1,174.00


3 Aditya Birla Sun Life Trustee Private Limited A/C Aditya Birla Sun Life Medium Term Plan

375.00



6 DSP Blackrock Mutual Funds 100.00


75.00

8 Bharti Axa General Insurance Company Ltd 75.00

9 HDFC Trustee Company Limited A/C Hdfc Mfs 50.00


11 HDFC Ergo General Insurance Company Limited 50.00

12 NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - State Govt

40.00

13 Reliance General Insurance Company Limited 25.00

14 HSBC Mutual Funds 25.00

15 Axis Mutual Fund Trustee Limited A/C Axis Mutual Funds 25.00

16 Exide Life Insurance Company Limited 25.00

17 Kotak Mahindra Bank Ltd 25.00

18 PNB Gilts Ltd 25.00

19 NPS Trust- A/C UTI Retirement Solutions Pension Fund Scheme - Central Govt

9.50

2.7.5 The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, group



64

company, etc.) on behalf of whom it has been issued as on December 31, 2018

Sr. No. Name Relationship

Amount

(Rs.

Crore)

1 Reliance Jio Infocomm Limited Subsidiary 49,117

2 Reliance Holding USA Inc Subsidiary 20,933

3 Reliance Sibur Elastomers Pvt. Ltd Subsidiary 1,500

4 Reliance Industries Middle East

DMCC

Subsidiary 1,626

5 Reliance Europe Limited Associate 1,423

6 RIL U.S.A Inc. Subsidiary 632

7 Reliance Global Energy Services U.K. Subsidiary 5

Total 75,236

2.7.6 Details of Commercial Papers

The total face value of commercial papers outstanding as on December 31, 2018 is Rs. 12,200 Crore. The breakup is provided in the following table:

Sr. No.

Maturity Date

Amount Outstanding (Rs. Crore)*

1 9-Jan-19 500

2 10-Jan-19 1,000

3 10-Jan-19 1,000

4 15-Jan-19 200

5 15-Jan-19 400

6 15-Jan-19 200

7 15-Jan-19 200

8 28-Jan-19 300

9 11-Feb-19 100

10 13-Feb-19 1,000

11 20-Feb-19 100

12 20-Feb-19 25

13 20-Feb-19 300

14 20-Feb-19 250

15 20-Feb-19 75

16 25-Feb-19 100

17 25-Feb-19 500

18 26-Feb-19 750

19 26-Feb-19 25

20 1-Mar-19 350

21 1-Mar-19 75

22 1-Mar-19 25



65

23 1-Mar-19 300

24 1-Mar-19 150

25 1-Mar-19 100

26 1-Mar-19 100

27 1-Mar-19 100

28 1-Mar-19 50

29 1-Mar-19 50

30 1-Mar-19 50

31 1-Mar-19 25

32 1-Mar-19 25

33 1-Mar-19 25

34 1-Mar-19 250

35 1-Mar-19 1,000

36 4-Mar-19 200

37 4-Mar-19 500

38 4-Mar-19 100

39 4-Mar-19 100

40 4-Mar-19 50

41 4-Mar-19 150

42 4-Mar-19 100

43 8-Mar-19 500

44 8-Mar-19 250

45 14-Mar-19 100

46 14-Mar-19 100

47 14-Mar-19 50

48 14-Mar-19 250

49 14-Mar-19 50

*Note: Commercial Papers Matured from previous quarter end till date have been repaid on respective due

dates.

2.7.7 Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures/ Preference Shares) as on December 31, 2018

Party Name (in case of

Facility)/ Instrument

Name

Type of Facility/

Instrument

Amount Sanctioned

/ Issued (Rs. Crore)

Principal Amount

outstanding (Rs. Crore)

Repayment Date /

Schedule

Credit Rating

Secured/ Unsecured

Security

None

2.7.8 Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years

None



66

2.7.9 Details of any outstanding borrowings taken/ debt securities issued where taken/ issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option

None

2.8 Details of Promoters of the Company

2.8.1 Details of Promoter Holding in the Company as on the latest quarter end i.e. December 31, 2018

Sr.No. Name of the shareholders

Total No of Equity Shares

No of shares in demat form

Total Shareholding as % of total no

of equity shares

Total voting rights as %

of total

voting rights

No of Shares

Pledged

% of Shares pledged

with respect

to shares owned

Promoter and Promoter Group

1 M D Ambani 72 31 692 72 31 692 0.11 0.12 0 0.00

2 Nita Ambani 67 96 292 67 96 292 0.11 0.11 0 0.00

3 Isha M Ambani 67 28 780 67 28 780 0.11 0.11 0 0.00

4 Akash M Ambani 67 26 380 67 26 380 0.11 0.11 0 0.00

5 Anant M Ambani 2 00 000 2 00 000 0.00 0.00 0 0.00

6 K D Ambani 1 46 62 148 1 46 62 148 0.23 0.24 0 0.00

7 Devarshi Commercials LLP

71 08 00 410 71 08 00 410 11.21 11.53 0 0.00

8 Srichakra Commercials LLP

68 88 95 274 68 88 95 274 10.87 11.17 0 0.00

9 Karuna Commercials LLP

50 81 66 996 50 81 66 996 8.02 8.24 0 0.00

10 Tattvam Enterprises LLP

43 14 31 608 43 14 31 608 6.81 7.00 0 0.00

11 Reliance Industries Holding Private Ltd

25 75 37 726 25 75 37 726 4.06 4.18 0 0.00

12 Petroleum Trust (through Trustees for sole beneficiary-M/s Reliance Industrial Investments and Holdings Ltd.)

24 09 42 006 24 09 42 006 3.80 3.91 0 0.00

13 Shreeji Comtrade LLP

1 33 55 000 1 33 55 000 0.21 0.22 0 0.00

14 Shrikrishna Tradecom LLP

1 33 55 000 1 33 55 000 0.21 0.22 0 0.00

15 Svar Enterprises LLP

1 27 40 032 1 27 40 032 0.20 0.21 0 0.00

16 Reliance Welfare Association

50 10 936 50 10 936 0.08 0.08 0 0.00

17 Vasuprada Enterprises LLP

12 33 680 12 33 680 0.02 0.02 0 0.00

18 Reliance Industrial Infrastructure Limited

3 44 000 3 44 000 0.01 0.01 0 0.00

19 Exotic Officeinfra Private Limited

25 776 25 776 0.00 0.00 0 0.00



67





of equity shares


of total

voting rights

No of Shares

Pledged

% of Shares pledged

with respect

to shares owned

20 Carat Holdings and Trading Co Pvt Ltd

10 200 10 200 0.00 0.00 0 0.00

21 Neutron Enterprises Private Limited

1 722 1 722 0.00 0.00 0 0.00

22 Futura Commercials Private Limited

1 690 1 690 0.00 0.00 0 0.00

23 Kankhal Trading LLP

200 200 0.00 0.00 0 0.00

24 Bhuvanesh Enterprises LLP

200 200 0.00 0.00 0 0.00

25 Ajitesh Enterprises LLP

200 200 0.00 0.00 0 0.00

26 Badri Commercials LLP

200 200 0.00 0.00 0 0.00

27 Abhayaprada Enterprises LLP

200 200 0.00 0.00 0 0.00

28 Trilokesh Commercials LLP

200 200 0.00 0.00 0 0.00

29 Taran Enterprises LLP

200 200 0.00 0.00 0 0.00

30 Pitambar Enterprises LLP

200 200 0.00 0.00 0 0.00

31 Adisesh Enterprises LLP

200 200 0.00 0.00 0 0.00

32 Rishikesh Enterprises LLP

200 200 0.00 0.00 0 0.00

33 Pavana Enterprises LLP

200 200 0.00 0.00 0 0.00

34 Kamalakar Enterprises LLP

200 200 0.00 0.00 0 0.00

35 Narahari Enterprises LLP

200 200 0.00 0.00 0 0.00

36 Chakradev Enterprises LLP

200 200 0.00 0.00 0 0.00

37 Chakradhar Commercials LLP

200 200 0.00 0.00 0 0.00

38 Chakresh Enterprises LLP

200 200 0.00 0.00 0 0.00

39 Chhatrabhuj Enterprises LLP

200 200 0.00 0.00 0 0.00

40 Harinarayan Enterprises LLP

200 200 0.00 0.00 0 0.00

41 Janardan Commercials LLP

200 200 0.00 0.00 0 0.00

42 Samarjit Enterprises LLP

200 200 0.00 0.00 0 0.00

43 Shripal Enterprises LLP

200 200 0.00 0.00 0 0.00

44 Synergy Synthetics Private Limited

200 200 0.00 0.00 0 0.00

45 Vishatan Enterprises LLP

200 200 0.00 0.00 0 0.00



68





of equity shares


of total

voting rights

No of Shares

Pledged

% of Shares pledged

with respect

to shares owned

46 Elakshi Commercials Private Limited

100 100 0.00 0.00 0 0.00

47 Pinakin Commercials Private Limited

100 100 0.00 0.00 0 0.00

48 Anuprabha Commercials Private Limited #

0 0 0.00 0.00 0 0.00

49 Manuvidya Commercials Private Limited #

0 0 0.00 0.00 0 0.00

50 Nirahankara Commercials Private Limited #

0 0 0.00 0.00 0 0.00

51 Vandhya Commercials Private Limited #

0 0 0.00 0.00 0 0.00

52 Reliance Life Sciences Private Limited #

0 0 0.00 0.00 0 0.00

53 Sikka Ports & Terminals Limited (Previously known as Reliance Ports and Terminals Limited) #

0 0 0.00 0.00 0 0.00

54 Jamnagar Utilities and Power Private Limited (Previously known as Reliance Utilities and Power Private Limited) #

0 0 0.00 0.00 0 0.00

55 EWPL Holdings Private Limited (Previously known as Reliance Utilities Private Limited) #

0 0 0.00 0.00 0 0.00

Total 292 62 02 148 292 62 02 148 46.17 47.45 0 0.00

#As per disclosures under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, furnished by the Promoters.



69

2.9 Abridged version of Financial information for the last 3 years

2.9.1 Abridged version of Audited Consolidated financial information for the last three years

(Rs. in Crore)

Sr. No.

Particulars FY 2017-18 FY 2016-17 FY 2015-16

A. Balance Sheet

Assets

Net Fixed Assets (Including Goodwill & CWIP) 590,907 523,363 413,607

Non Current Financial Assets 27,927 28,347 43,544

Deferred Tax Assets (net) 5,075 5,537

Other Non Current Assets 8,653 8,279 14,061

Current Assets:

Inventories 60,837 48,951 46,486

Current Financial Assets 90,188 77,991 64,954

Other Current Assets 32,761 19,871 16,345

Total 816,348 712,339 598,997

Equity and Liabilities

Share Capital 5,922 2,959 2,948

Other Equity 287,584 260,750 228,608

Non Controlling Interest 3,539 2,917 3,356

Non - Current Financial Liabilities 152,717 161,173 143,896

Deferred Payment Liabilities 20,210 20,137 13,310

Long Term Provisions 2,906 2,353 1,231

Deferred tax Liabilities (Net ) 29,618 26,735 20,494

Current Financial Liabilities 269,441 212,664 173,374

Other Current Liabilities & Provisions 44,411 22,651 11,780

Total 816,348 712,339 598,997

B. Profit and Loss Statement

Revenue from Operations 408,265 330,180 293,298

Other Income* 10,008 9,335 12,289

Expenditure 344,089 283,986 251,594

EBITDA 74,184 55,529 53,993

Depreciation and Amortisation 16,706 11,646 11,565

EBIT 57,478 43,883 42,428

Finance Cost 8,052 3,849 3,691

Tax 13,346 10,201 8,876

PAT before minority Interest 36,080 29,833 29,861

Minority Interest 5 (68) 116

PAT 36,075 29,901 29,745

C. Cash Flow Statement

Operating Profit/ Loss before Working Capital Changes 62,765 44,170 38,887

Net Cash From Operating Activities 71,459 49,550 38,134

Net Cash From/ (used in) Investing Activities (68,290) (66,292) (36,190)

Net Cash From/ (used in) Financing Activities (2,001) 8,617 (3,210)

Net increase / (decrease) in Cash and Cash Equivalents

1,168 (8,125) (1,266)

Opening balance of Cash and Cash Equivalents 2,989 11,023 12,285

Upon Addition Of Subsidiaries 98 91 4

Closing balance of Cash and Cash Equivalents 4,255 2,989 11,023

*Note: includes Share of Profit/(Loss) of Associates and Joint Ventures



70

2.9.2 Abridged version of Audited Standalone financial information for the last three years

(Rs. in Crore)

Sr. No.

Particulars FY 2017-18 FY 2016-17 FY 2015-16

A. Balance Sheet

Assets

Net Fixed Assets (Including CWIP) 300,447 287,319 258,448

Non Current Financial Assets 189,644 150,962 126,946

Other Non Current Assets 3,522 2,184 3,742

Current Assets:

Inventories 39,568 34,018 28,034

Current Financial Assets 73,857 67,404 60,199

Other Current Assets 10,487 4,859 4,305

Total 617,525 546,746 481,674


Share Capital 6,335 3,251 3,240

Other Equity 308,312 285,062 250,758

Non - Current Financial Liabilities 81,596 78,723 77,830

Long Term Provisions 2,205 2,118 1,066

Deferred tax Liabilities (Net) 27,926 24,766 23,747

Other Non-Current Liabilities 504 - -

Current Financial Liabilities 152,164 134,661 115,515

Other Current Liabilities & Provisions 38,483 18,165 9,518

Total 617,525 546,746 481,674

B. Profit and Loss Statement

Revenue from Operations 305,335 265,041 251,241

Other Income 8,220 8,709 7,821

Expenditure 253,594 221,785 211,894

EBITDA 59,961 51,965 47,168

Depreciation and Amortisation 9,580 8,465 8,590

EBIT 50,381 43,500 38,578

Finance Cost 4,656 2,723 2,562

Tax 12,113 9,352 8,632

PAT 33,612 31,425 27,384

C. Cash Flow Statement

Operating Profit/ Loss before Working Capital Changes

50,083 41,477 36,629

Net Cash From Operating Activities 62,000 51,450 43,447

Net Cash From/ (used in) Investing Activities (59,109) (54,949) (41,223)

Net Cash From/ (used in) Financing Activities (1,914) (1,639) (6,903)

Net increase / (decrease) in Cash and Cash Equivalents

977 (5,138) (4,679)

Opening balance of Cash and Cash Equivalents 1,754 6,892 11,571

Closing balance of Cash and Cash Equivalents 2,731 1,754 6,892



71

2.9.3 Abridged version of Latest Audited / Limited Review Half Yearly Consolidated financial information

(Rs. in Crore)

Sr. No. Particulars 1H FY 2018-19

A. Balance Sheet

Assets

Net Fixed Assets (Including Goodwill and CWIP) 655,262 Non-Current Financial Assets 27,764 Deferred tax assets (net) 4,675 Other Non-Current Assets 8,365 Current Assets: Inventories 76,252 Current Financial Assets 96,629 Other Current Assets 33,942 Total 902,889

Equity and Liabilities Share Capital 5,926 Other Equity 298,426 Non-Controlling Interest 5,886 Non-current Financial liabilities 196,684 Deferred Payment Liabilities 19,745 Long Term Provisions 3,337 Deferred Tax Liabilities (Net) 31,140 Current Financial Liabilities 298,715 Other Current Liabilities & Provisions 43,030 Total 902,889

B.

Profit & Loss Statement

Revenue from operations 279,087

Other Income* 3,039

Expenditure 237,318

EBITDA 44,808

Depreciation and Amortisation 10,402

EBIT 34,406

Finance Cost 7,482

Tax 7,890 PAT before minority interest 19,034 Minority Interest 59 PAT 18,975

*Note: Includes Shares of Profit / (loss) of Associates and Joint Ventures

2.9.4 Abridged version of Latest Audited / Limited Review Half Yearly Standalone financial information

(Rs. in Crore) Sr. No Particulars 1H FY 2018-19

A. Balance Sheet

Assets

Net Fixed Assets (Including CWIP) 318,836

Non-Current Financial Assets 199,384

Other Non-Current Assets 1,698

Current Assets: Inventories 51,989

Current Financial Assets 75,817



72

Sr. No Particulars 1H FY 2018-19

Other Current Assets 8,122

Total 655,846


Share Capital 6,338

Other Equity 319,065

Non-current Financial liabilities 94,160

Long Term Provisions 2,541

Deferred Tax Liabilities (Net) 29,440

Other Non-current Liabilities 504

Current Financial Liabilities 166,871

Other Current Liabilities & Provisions 36,927

Total 655,846

B. Profit & Loss Statement


Other Income 4,080

Expenditure 164,288

EBITDA 34,126


EBIT 28,619

Interest 4,555

Tax 6,385

PAT 17,679

2.9.5 Abridged version of Latest Audited / Limited Review Quarterly Consolidated financial information

(Rs. in Crore) Sr. No Particulars 3Q FY 2018-19

A. Profit & Loss Statement Revenue from operations 160,299

Other Income* 2,484

Expenditure 138,982

EBITDA 23,801


EBIT 18,564

Finance costs 4,119

Tax 4,069

PAT before minority interest 10,376

Minority Interest 125

PAT 10,251

*Note: Includes Shares of Profit / (loss) of Associates and Joint Ventures

2.9.6 Abridged version of Latest Audited / Limited Review Quarterly Stand-alone financial information

(Rs. in Crore) Sr. No Particulars 3Q FY 2018-19

A. Profit & Loss Statement


Other Income 2,456

Expenditure 89,491



73

Sr. No Particulars 3Q FY 2018-19

EBITDA 16,963


EBIT 14,377

Interest 2,405

Tax 3,044

PAT 8,928

2.10 Any material event/ development or change having implications on the financials/ credit quality (i.e. any material regulatory proceedings against the Issuer/ promoters, tax litigations resulting in material liabilities, corporate restructuring event etc.) at the time of issue which may affect the issue or the investor’s decision to invest/ continue to invest in the debt securities.

No material event / development / change has taken place since the date of the last published audited financial statements of the Issuer which may affect the Issue or the Eligible Participants decision to invest in the Debentures.

2.11 Debenture Trustee

Axis Trustee Services Limited having its address at The Ruby, 2nd Floor, SW, 29,

Senapati Bapat Marg, Dadar West, Mumbai – 400 028, Maharashtra, India has been

appointed as Debenture Trustee for the Issue. The Debenture Trustee has given its

consent to the Issuer for its appointment and has entered into a Debenture Trustee

Appointment Agreement with the Issuer. The Issuer shall enter into a Debenture Trust

Deed, inter alia, specifying the terms and conditions of the Debentures and the powers,

authorities and obligations of the Issuer and the Debenture Trustee in respect of the

Debentures.

The Debenture Holders shall, by subscribing to the Debentures or by purchasing the

Debentures and without any further act or deed, be deemed to have irrevocably given

their consent to and authorised the Debenture Trustee or any of their Agents or

authorised officials to do, inter alia, all such acts, deeds and things necessary in terms

of this Disclosure Document. All rights and remedies under the Debenture Trust Deed

and/ or other security documents shall vest in and be exercised by the Debenture

Trustee without having it referred to the Debenture Holders. Any payment made by

the Issuer to the Debenture Trustee on behalf of the Debenture Holders shall

discharge the Issuer pro tanto to the Debenture Holders. No Debenture Holder shall

be entitled to proceed directly against the Issuer unless the Debenture Trustee, having

become so bound to proceed, fails to do so.

The Debenture Trustee will protect the interest of the Debenture Holders in the event

of default by the Issuer in regard to timely payment of interest and the Redemption

Amount and they will take necessary action at the cost of the Issuer.

2.12 Credit Rating of Debentures

The Debentures are rated as “CRISIL AAA/Stable” (“CRISIL TRIPLE A with Stable

outlook”) by CRISIL Limited, “[ICRA] AAA (Stable)” (“ICRA TRIPLE A rating with Stable

outlook”) by ICRA Limited and “CARE AAA/ Stable” (“CARE TRIPLE A rating with



74

Stable outlook”) by CARE Ratings Limited.

This indicates “highest degree of safety” with respect to timely payment of interest and

principal on the instrument. The rating is not a recommendation to buy, sell or hold

Debentures and investors should take their own decision. The rating may be subject

to suspension, revision or withdrawal at any time by the assigning Credit Rating

Agencies. Each of the Credit Rating Agencies have a right to revise, suspend or

withdraw the rating at any time on the basis of factors such as new information or

unavailability of information or other circumstances which the Credit Rating Agencies

believe may have an impact on its rating.

The rating letter(s) as released by Credit Rating Agencies are attached as Annexures

L, M and N of this Disclosure Document.

2.13 Guarantee or comfort for the Debentures

The Debentures are not backed by any guarantee or letter of comfort or any other document / letter with similar intent by any party.

2.14 Consent letter from the Debenture Trustee

Copy of the consent letter from the Debenture Trustee is enclosed in this Disclosure Document as Annexure K.

2.15 Listing of Debentures

The Debentures are proposed to be separately listed on the Stock Exchanges. The

Company has obtained in-principle approval from both the Stock Exchanges. Copies

of the in-principle approvals from both the Stock Exchanges are enclosed in this

Disclosure Document as Annexures O and P.

BSE Limited shall act as the Designated Stock Exchange.

2.16 Other Details

Debenture Redemption Reserve

Adequate DRR will be created by the Company, as per applicable statutory provisions.

Issue related Laws

The Debentures offered are subject to provisions of the Companies Act, SEBI ILDS

Regulations, SEBI LODR Regulations, Securities Contracts (Regulation) Act, 1956, as

amended, the Depositories Act, 1996, as amended and rules and regulations made

under these enactments.

Governing Law and Provisions

The Debentures are governed by and shall be construed in accordance with the

existing laws of India. Any dispute arising in respect thereof will be subject to the

exclusive jurisdiction of the courts at Mumbai (Maharashtra) in India.



75

Particulars of the dates of, and parties to all material contracts, agreements involving financial obligations of the Issuer

Material Contracts - By the very nature and volume of its business, the Company is

involved in a large number of transactions involving financial obligations and therefore

it may not be possible to furnish details of all material contracts and agreements

involving financial obligations of the Company. However, copies of the contracts

considered material for the Issue together with the copies of documents referred to in

Para A and Para B may be inspected at the Registered Office of the Company between

11.00 a.m. and 1.00 p.m. on any Business Day until the Issue Closing Date.

Para A:

Letter appointing Karvy Fintech Private Limited as the Registrar & Transfer

Agent for the Issue

Letter appointing Axis Trustee Services Limited, as the Debenture Trustee for

the benefit of the Debenture Holder(s)

Para B:

Memorandum and Articles of Association

Board Resolution dated July 27, 2018 authorising issue of Debentures and Finance Committee Resolution dated March 5, 2019 approving the specific terms of issue of Debentures

Shareholders’ Resolution dated July 5, 2018 authorising issue of Debentures

Consent letter from Axis Trustee Services Limited for acting as Debenture Trustee for and on behalf of the Debenture Holder(s) dated March 5, 2019

Consent letter from Karvy Fintech Private Limited for acting as Registrar & Transfer Agent for the Issue dated March 2, 2019

In-principle approval for listing of Debentures received from BSE dated March 5, 2019

In-principle approval for listing of Debentures received from NSE dated March 5, 2019

Letter from CRISIL Limited dated March 5, 2019, ICRA Limited dated March 1, 2019 and CARE Ratings Limited dated March 2, 2019 conveying the credit rating for the Debentures of the Company

Tripartite Agreement between the Company, NSDL and the Registrar & Transfer Agent for the Issue

Tripartite Agreement between the Company, CDSL and the Registrar & Transfer Agent for the Issue

Annual Reports of the Company for the last three years



76

Latest Audited / Limited Review Half Yearly Consolidated and Standalone Financial Information (Profit & Loss statement, Balance Sheet and Cash Flow statement) and auditor qualifications, if any.

Issue Size and Nature of Instrument

The Company proposes to issue by way of private placement, Unsecured Redeemable Non-Convertible Debentures – PPD Series J of the face value of Rs. 10,00,000 (Rupees Ten Lakhs) each, for cash aggregating to the Base Issue Size, with an option to retain oversubscription up to the Green Shoe Amount not exceeding the Issue Size.

For details of the Issue, please refer to section titled “Issue Details” in this Disclosure Document.

Details of utilisation of Issue proceeds

The net proceeds of the Issue will be utilised inter-alia for refinancing of existing

borrowings and/ or for any other purpose in the ordinary course of business of the

Issuer. The proceeds of the Issue will not be used for investments in capital markets

and real estate.

Face Value, Issue Price, Effective Yield for Investor

Each Debenture has a face value of Rs. 10,00,000 (Rupees Ten Lakhs) and is issued

at par i.e. for Rs. 10,00,000 (Rupees Ten Lakhs). Since there is no premium or

discount on either issue price or on redemption value of the Debenture, the effective

yield for the investors held to maturity shall be the same as the annualised coupon

rate on the Debentures.

Minimum Bid

The minimum bid lot shall be 1 (one) Debenture having face value of Rs. 10,00,000

(Rupees Ten Lakhs) each and in multiple of 1 (one) Debenture thereafter

Minimum Subscription

As the current issue of Debentures is being made on private placement basis, the

requirement of minimum subscription shall not be applicable and therefore the

Company shall not be liable to refund the issue subscription(s)/ proceed(s) in the event

of the total issue collection falling short of the Issue Size or a certain percentage of the

Issue Size.

Deemed Date of Allotment

All benefits related to the Debentures will be available to the allottee(s) from the

Deemed Date of Allotment. The actual allotment of the Debentures may take place on

a date other than the Deemed Date of Allotment. The Company reserves the right to

keep multiple allotment date(s)/ Deemed Date(s) of Allotment at its sole and absolute

discretion without any notice to the Debenture Holders. In case the Issue Closing Date

is revised, the Deemed Date of Allotment may also be revised by the Company at its

sole and absolute discretion.



77

Credit of Debentures

The Company shall credit the Debentures in no later than 2 Business Days from the

Issue Closing Date. The Company shall give the instruction to the Registrar for

crediting the Debentures by 12:00 noon on the Pay-In Date. The Registrar shall

provide corporate action file along with all requisite documents to Depositories by

12:00 noon on the Pay-In Date. The Company shall allot the Debentures and issue

and credit the Letter of Allotment in the beneficiary account of the investor(s) with

NSDL (and CDSL)/ Depository Participant (“Beneficiary Account”).

Depository Arrangements

The Company has appointed Karvy Fintech Private Limited as the Registrar of the

Issue. A copy of the consent letter from the Registrar is enclosed in this Disclosure

Document as Annexure J. The Company has made necessary depository

arrangements with NSDL and CDSL for the Issue and holding of Debentures in the

dematerialised form by investors. In this context, the Company has signed tripartite

agreements as under:

Tripartite Agreement between the Company, the Registrar and Transfer Agent and

NSDL for offering Depository option to the investors.

Tripartite Agreement between the Company, the Registrar and Transfer Agent and CDSL for offering Depository option to the investors

Listing

The Debentures are proposed to be separately listed on the Wholesale Debt Market

(WDM) segment of NSE and BSE. The Company shall comply with the requirements

of the simplified listing agreement read with SEBI LODR Regulations, to the extent

applicable to it, on a continuous basis.

BSE shall act as the Designated Stock Exchange.

Coupon Rate

8.30% (Eight point three zero percent) per annum, payable annually at the end of every year from the Deemed Date of Allotment

Market Lot

The market lot will be one Debenture. Since the Debentures are being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of Debentures

Interest on Application Money

As the Pay-In Date and the Deemed Date of Allotment fall on the same date, interest

on application money shall not be applicable. Further, no interest on application money

will be payable in case the Issue is withdrawn by the Issuer in accordance with the

Operational Guidelines.



78

Debentures in Dematerialised Form

The Company is issuing the Debentures only in dematerialised form and hence no

Debentures are being issued in physical form in terms of the Disclosure Document.

The Company has entered into Depository Arrangements with NSDL and CDSL for

dematerialisation of the securities.

Interest, Redemption Amount or other benefits with respect to the Debentures would

be paid to those Debenture Holders whose names appear: (i) on the list of Beneficial

Owners given by the Depository to the Issuer, and (ii) in the Register of Debenture

Holders, as on the Record Date.

Undertaking - Common Form of Transfer

The Debentures shall be transferred subject to and in accordance with the rules and

procedures as prescribed by the NSDL and CDSL, Depository Participant of the

transferor/ transferee and any other Applicable Laws.

The normal procedure followed for transfer of securities held in the dematerialized form

shall be followed for transfer of the Debentures, issued in terms of the Disclosure

Document and held in electronic form. The seller should give delivery instructions

containing details of the buyer’s depository account to his Depository Participant.

The transferee(s) should ensure that the transfer formalities are completed prior to the

Record Date. In the absence of the same, interest will be paid/ redemption will be

made to the person, whose name appears in the records of the Depository. In such

cases, claims, if any, by the transferee(s) would need to be settled with the

transferor(s) and not with the Company.

The Company is issuing the Debentures only in the dematerialized form and hence

there is no physical holding of the Debentures being issued in terms of the Disclosure

Document. The Company undertakes that it shall use a common form/ procedure for

transfer of the Debentures issued under the terms of the Disclosure Document, if at a

later stage there is some holding in the physical form due to the Depository giving the

re-materialisation option to any investor.

Joint-Holders

Where two or more persons are holders of any Debenture(s), they shall be deemed to

hold the same as joint tenants with benefits of survivorship in the same manner and to

the same extent and be subject to the same restrictions and limitations as in the case

of the existing equity shares of the Company, subject to other provisions contained in

the Articles of Association of the Company.

Mode of Transfer

The Debentures shall be transferable and transmittable in the same manner and to

the same extent and be subject to the same restrictions and limitations as in the case

of the existing equity shares of the Company. The provisions relating to transfer and

transmission, nomination and other related matters in respect of equity shares of the



79

Company, contained in the Articles of Association of the Company, shall apply mutatis

mutandis to the transfer and transmission of the Debentures and nomination in this

respect.

Succession

In the event of demise of the sole holder of the Debentures, the Company will

recognize the executor or administrator of the deceased Debenture Holder, or the

holder of succession certificate or other legal representative as having title to the

Debentures. The Company shall not be bound to recognize such executor,

administrator or holder of the succession certificate, unless such executor or

administrator obtains probate or letter of administration or such holder is the holder of

succession certificate or other legal representation, as the case may be, from a Court

in India having jurisdiction over the matter. The Directors of the Company may, in their

absolute discretion, where they think fit, dispense with production of probate or letter

of administration or succession certificate or other legal representation, in order to

recognize such holder as being entitled to the Debentures standing in the name of the

deceased Debenture Holder on production of sufficient documentary proof or

indemnity.

Record Date

The Record Date for the Debentures shall be 15 (fifteen) days prior to the date of each

of the Coupon Payment Dates and/or the Redemption Date, as the case may be.

In case the Record Date falls on a non-business day, the day prior to the said non-

business day will be considered as the Record Date.

Interest and/or Redemption Amount shall be paid to the person whose name appears

as sole/ first holder in the register of Debenture Holders/ beneficiaries on the Record

Date. In the event of the Company not receiving any notice of transfer at least 15

(fifteen) days before the respective due date of payment of interest and at least 15

(fifteen) days prior to the Redemption Date, as the case may be, the transferees for

the Debentures shall not have any claim against the Company in respect of interest

so paid to the registered Debenture Holders.

In case of those Debentures for which the beneficial owner is not identified by the

Depository as on the Record Date, the Company would keep in abeyance the payment

of interest or other benefits, till such time that the beneficial owner is identified by the

Depository and conveyed to the Company, whereupon the interest or benefits will be

paid to the beneficiaries, as identified, within a period of 30 (thirty) days from the date

of such notification by the Depository.

List of Debenture Holder(s)/ Beneficiaries

The Company shall request the Registrar/Depository to provide a list of Debenture

Holders/ Beneficial Owners at the end of the Record Date. This shall be the list, which

shall be considered for payment of interest or Redemption Amount, as the case may

be.



80

Interest on Debentures

The Debentures shall carry interest at Coupon Rate (subject to deduction of tax at

source at the rates prevailing from time to time under the provisions of the Income Tax

Act, 1961, or any other statutory modification or re-enactment thereof). The interest

shall be payable on Coupon Payment Date annually through the Tenor of the

Debentures.

Interest on Debentures will be paid to the Debenture Holders/ Beneficial Owners as

per the beneficiary list provided by the Registrar/ Depository as on the Record Date.

Payment will be made by way of RTGS/ NEFT/ any other electronic mode / any other

permissible mode of payment from time to time in the name of Debenture Holder(s)

whose names appear on the List of Beneficial Owners as on the Record Date given

by the Depository to the Company.

Interest in all cases shall be payable on the amount outstanding on an Actual/ Actual

basis, i.e., actual number of days elapsed divided by the actual number of days in the

year and rounded off to the nearest Rupee.

Deduction of Tax at Source (TDS)

Debenture Holders should consult their own independent tax advisers to understand

their positions. In addition, the Debenture Holders should be aware that tax regulations

and their application by the relevant taxation authorities change from time to time.

Accordingly, it is not possible to predict the precise tax treatment which will apply at

any given time. Therefore, the Debenture Holders are advised to consider the tax

implications in respect of subscription to the Debentures in consultation with their tax

advisors.

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification

or re-enactment thereof will be deducted at source on payment of interest or any other

sums payable in respect of the Debentures. For seeking TDS exemption/lower rate of

TDS, relevant certificate(s)/ order(s)/ declaration(s)/ document(s) must be lodged at

least 15 (fifteen) days before the payment of interest becoming due with the Registrar

or to such other person(s) at such other address(es) as the Company may specify

from time-to-time through suitable communication. Tax exemption certificate/ order/

declaration/ document of non-deduction of tax at source on Interest on Application

Money, should be submitted along with the Application Form. Where any deduction of

Income Tax is made at source and PAN has been provided by the Debenture Holder,

the Company shall send to the Debenture Holder(s) a Certificate of Tax Deduction at

Source.

Regarding deduction of tax at source and the requisite certificate(s)/ order(s)/

declaration(s)/ document(s) forms to be submitted, prospective investors are advised

to consult their own tax consultant(s).

With effect from June 1, 2008 under Section 193 of the Income-tax Act, 1961, no tax

is deductible at source from the amount of interest payable on any security issued by



81

a Company in dematerialised form and listed on a recognised stock exchange in India

in accordance with the Securities Contract (Regulation) Act, 1956 and the rules made

thereunder, held by a person resident in India. Since the Debentures shall be issued

in dematerialized mode and are proposed to be listed on BSE and NSE, no tax will be

deductible at source on the payment or credit of interest on the Debentures held by

any person resident in India. Provided that if the law is subsequently amended to

mandate deduction of tax at source from the amount of interest payable, the Issuer

shall comply with such amended laws and regulations and deduct the tax at source as

required.

Payment on Redemption

The Debentures shall be redeemed at par at the end of the 3 years from the Deemed

Date of Allotment (“Redemption Date”) as mentioned in the Issue Details.

The Debentures will not carry any obligation, for interest or otherwise, after the

Redemption Date. The Debentures held in the dematerialised form shall be taken as

discharged on payment of the Redemption Amount by the Company on Redemption

Date to the registered Debenture Holders whose name appear in the Register of

Debenture Holders / Beneficial Owners as per the list provided by the Depository(ies),

on the Record Date. Such payment will be a legal discharge of the liability of the

Company towards the Debenture Holders.

Payment of Redemption Amount will be made by way of RTGS/ NEFT/ any other

electronic mode / any other permissible mode of payment in the name of Debenture

Holder(s)/ Beneficial Owners(s) whose names appear on the List of Beneficial Owners

given by the Depository to the Company as on the Record Date.

In respect of any Debentures held physically under a consolidated debenture

certificate, payments will be made by way of cheque or pay order or electronically.

However, if the Issuer so requires, payments on maturity may be made upon the

surrender of the consolidated debenture certificate(s). Dispatch of cheque or pay order

in respect of payments with respect to redemptions will be made within a period of 30

(thirty) days from the date of receipt of the duly discharged consolidated debenture

certificate. No interest will accrue after the Redemption Date, irrespective of the non-

surrender of the consolidated debenture certificate.

Future Borrowings

The Issuer shall be entitled to borrow/ raise loans or avail of financial assistance in

whatever form as also issue debentures/ notes/ other securities in any manner with

ranking as pari passu basis or otherwise and to change its capital structure, including

issue of shares of any class or redemption or reduction of any class of paid up capital,

on such terms and conditions as the Company may think appropriate, without the

consent of, or intimation to, the Debenture Holder(s) or the Debenture Trustee in this

connection.

The Issuer shall not be required to obtain any consent(s) of Debenture Holder(s)/

Debenture Trustee for creating any charge on its assets for its present or future



82

borrowings/ issue of debentures / notes/ other securities.

Business Day Convention/ Effect of Holidays

If any of the Coupon Payment Date(s), other than the ones falling on the Redemption

Date, falls on a day that is not a Business Day, the payment shall be made by the

Issuer on the immediately succeeding Business Day, which becomes the Coupon

Payment Date for that Coupon. However, the future Coupon Payment Date(s) would

be as per the schedule originally stipulated at the time of issuing the Debentures. In

other words, the subsequent Coupon Payment Date(s) would not be disturbed merely

because the payment date in respect of one particular coupon payment has been

postponed earlier because of it having fallen on a non-Business Day.

If the Redemption Date of the Debentures falls on a day that is not a Business Day,

the Redemption Amount shall be paid by the Issuer on the immediately preceding

Business Day, which becomes the new Redemption Date, along with interest accrued

on the Debentures until but excluding the date of such payment.

Additionally, if any principal pay-in-date falls on a holiday or a Saturday, the principal

will be payable on the previous Business Day

For the purpose of clarity, illustration on Coupon Payment Date(s) and Redemption

Date for 1 Debenture of Rs. 10,00,000 each is given in the following table:

Cash Flows Date No. of Days in Coupon Period

Amount (in Rs.)*

1st Coupon March 9, 2020 366 83,000

2nd Coupon March 8, 2021 365 83,000

3rd Coupon March 8, 2022 365 83,000

Redemption March 8, 2022 10,00,000

*Note: The interest payments are rounded to nearest rupee as per FIMMDA ‘Handbook on market practices’

Purchase/ Sale of Debentures

The Issuer may, at any time and from time to time, prior to Redemption Date, purchase

Debentures in part (on a pro-rata basis or otherwise) or full at discount, at par or at

premium in the open market or otherwise as may be determined by the Board of

Directors / Finance Committee of the Issuer. Such Debentures, at the option of the

Issuer, may be cancelled, held or resold at such price and on such terms and

conditions as the Board of Directors / Finance Committee of the Issuer may deem fit.

Such purchase / sale of Debentures shall not require any further consent / approval of

the Debenture Holder(s) / Debenture Trustee. The right to purchase Debentures is not

a call option and should not be construed as such by anyone. The right of purchase

and sale can be exercised by the Company multiple times during the tenor of the

Debentures without applicability of any minimum amount or price of the Debentures.

Right of Consolidation and Reissuance

The Board of Directors / Finance Committee of the Issuer shall have the power to

consolidate and reissue its debt securities including the Debentures on such terms



83

and conditions as they may deem fit.

Tax Implications to the Debenture Holders

The holder(s) of the Debentures are advised to consider in their own case, the tax

implications in respect of subscription to the Debentures after consulting their own tax

advisor/ counsel.

Consents

The consents in writing of Registrar of the Issue and the Debenture Trustee to act in

their respective capacities have been obtained.

Sharing of Information

The Company may, at its option, use on its own, as well as exchange, share or part

with any financial or other information about the Debenture Holder(s) available with

the Company, with its subsidiaries and affiliates and other banks, financial institutions,

credit bureaus, agencies, statutory bodies, as may be required and neither the

Company nor its subsidiaries and affiliates or their agents shall be liable for use of the

aforesaid information.

Debenture Holder not a shareholder

The Debenture Holder(s) will not be entitled to any of the rights and privileges available

to the shareholders of the Company.

Modification of Rights

The rights, privileges, terms and conditions attached to the Debentures may be varied,

modified or abrogated by the Company, with the consent, in writing, of those

Debenture Holder(s) who hold at least three-fourth of the outstanding amount of the

Debentures or with the sanction accorded pursuant to a special resolution passed at

a meeting of the Debenture Holder(s), provided that nothing in such consent or

resolution shall be operative against the Company where such consent or resolution

modifies or varies the terms and conditions of the Debentures, if the same are not

acceptable to the Company.

Notice(s)

All notices to the Debenture Holder(s) required to be given by the Company or the

Debenture Trustee from time to time, shall be deemed to have been given if sent by

registered post/ by courier / by email to the sole/ first holder or the sole/ first Beneficial

Owner of the Debentures or registered email id of such holder, as the case may be, or

if published in Mumbai.

All notice(s) to be given by the Debenture Holder(s) shall be sent by registered post or

by hand delivery to the Company or to such persons at such address as may be

notified by the Company from time to time through suitable communication.



84

Disputes and Governing Law

The Debentures are governed by and shall be construed in accordance with the

existing laws of India. Any dispute arising in respect thereof will be subject to the

exclusive jurisdiction of the courts at Mumbai (Maharashtra) in India.

Bidding Process

This Disclosure Document has been drafted in compliance with the SEBI ILDS

Regulations, the Memorandum and Articles of Association of the Issuer and all other

Applicable Laws. This section applies to all Eligible Participants. Please note that all

Eligible Participants are required to make payment of the full application amount in

accordance with the Operational Guidelines.

The shareholders of the Issuer, through a resolution passed at their meeting dated

July 5, 2018 authorised the Board of Directors to issue Debentures for an amount not

exceeding Rs. 20,000 Crores at any time. Pursuant to a resolution of the Board of

Directors dated July 27, 2018 the Issuer has been authorised to Issue the Debentures

and a Finance Committee resolution dated March 5, 2019 the Issuer has been

authorised to inter-alia invite bids in relation to the issue of Debentures pursuant to

this Disclosure Document.

Who can bid?

All Eligible Participants comprising of QIBs, the Arranger and any non-QIB Investors

specifically mapped by the Issuer on the BSE BOND – EBP Platform, are eligible to

bid for this Issue.

All Eligible Participants are required to comply with the relevant regulations/ guidelines

applicable to them for investing in this Issue in accordance with the norms approved

by the Government of India, RBI or any other statutory body from time to time,

including but not limited to the Operational Guidelines for investing in this Issue.

Right to Accept or Reject Bids

The Issuer reserves its full, unqualified and absolute right to accept or reject any

application for bid, in part or in full, without assigning any reason thereof in accordance

with the Operational Guidelines.

How to bid?

All Eligible Participants will have to register themselves as a one-time exercise (if not

already registered) under the BSE BOND – EBP Platform offered by BSE for

participating in the electronic book mechanism. Eligible Participants will also have to

complete the mandatory KYC verification process. Eligible Participants should refer to

the Operational Guidelines.



85

The details of the Issue shall be entered on the BSE BOND – EBP Platform by the

Issuer at least 2 (two) working days prior to the Issue / Bid Opening Date, in

accordance with the Operational Guidelines.

The Issue will be open for bidding for the duration of the bidding window that would be

communicated through the Issuer’s bidding announcement on the BSE BOND – EBP

Platform, at least 1 (one) working day before the start of the Issue / Bid Opening Date.

A bidder will only be able to enter the amount while placing their bids in the BSE BOND

– EBP Platform, since the proposed Issue is a fixed rate/coupon issue.

Some of the key guidelines in terms of the current Operational Guidelines on issuance

of securities on private placement basis through an electronic book mechanism, are

as follows:

1 Modification of Bid:

Eligible Participants may note that modification of bid is allowed during the

bidding period / window. However, in the last 10 minutes of the bidding period

/ window, revision of bid is only allowed for upward revision of the bid amount

placed by the Eligible Participant.

2 Cancellation of Bid

Eligible Participants may note that cancellation of bid is allowed during the

bidding period / window. However, in the last 10 minutes of the bidding period

/ window, no cancellation of bids is permitted.

3 Multiple Bids

Investors are permitted to place multiple bids on the EBP platform in line with

the Operational Guidelines.

4 Manner of bidding

The Issue will be through close bidding on the EBP platform in line with the

Operational Guidelines.

5 Manner of allotment

The allotment will be done on uniform yield basis in line with the Operational

Guidelines.

6 Manner of settlement

Settlement of the Issue will be done through Indian Clearing Corporation

Limited (ICCL) and the account details are given in the section on Payment

Mechanism of this Disclosure Document.



86

7 Settlement cycle

The process of pay-in of funds by investors and pay-out to Issuer will be done

on T+1 day, where T is the Issue day.

8 Withdrawal of Issue

The Issuer may, at its discretion, withdraw the issue process on the following

conditions:

(a) non-receipt of bids upto the Issue Size;

(b) bidder has defaulted on payment towards the allotment, within the

stipulated time frame, due to which the Issuer is unable to fulfil the Issue

Size.

Provided that the Issuer shall accept or withdraw the Issue on the BSE BOND

– EBP Platform within 1 (one) hour of the closing of the bidding window, and

not later than 6 pm on the Issue/Bidding Closing Date.

However, Investors should refer to the Operational Guidelines as prevailing on

the date of the bid.

9 Payment of issue price and pay-in-date:

March 8, 2019

Bids by the Arranger

Only the Arranger to the Issue is entitled to bid on behalf of Eligible Participants

in the capacity of an arranger, as it shall be the only arranger mapped to the

Issue on the BSE BOND – EBP Platform. Multiple bids by the Arranger are

permitted provided that each bid is on behalf of different Investors.

The Arranger is allowed to bid on a proprietary, client and consolidated basis.

At the time of bidding, the Arranger is required to disclose the following details

to the EBP:

• Whether the bid is proprietary bid or is being entered on behalf of an Eligible

Participant or is a consolidated bid, i.e., an aggregate bid consisting of

proprietary bid and bid(s) on behalf of Eligible Participants.

• For consolidated bids, the Arranger shall disclose breakup between

proprietary bid and bid(s) made on behalf of Eligible Participants.

• For bids entered on behalf of Eligible Participants, the Arranger shall disclose

the following:

Names of such Eligible Participants;

Category of the Eligible Participants (i.e. QIB or non-QIB); and

Quantum of bid of each Eligible Participant.



87

Provided that the Arranger shall not allowed to bid on behalf of any Eligible

Participant if the bid amount exceeds 5% (five percent) of the Issue Size or Rs.

15 Crore, whichever is lower (or such revised limits as may be specified in the

Operational Guidelines from time to time).

10 Application Size

Applications for the Debentures are required to be for a minimum of 1 (one)

Debenture and multiples of 1 (one) Debenture thereafter.

All Eligible Participants under the Operational Guidelines and subsequent

Debenture Holders (who shall purchase the Debentures in the secondary

market) are required to consult their own advisors in investing in the

Debentures and comply with the relevant rules, regulations, guidelines or

notifications applicable to them for investing in the Debentures.

11 Offer or Issue of executed PPOAL to Successful Bidders

The PPOAL along with the Application Form will be issued to the successful

bidders. Successful bidders will be required to complete and submit the

Application Form and Part B of the PPOAL to the Issuer in order to accept the

offer of Debentures.

No person other than the successful bidders to whom the PPOAL has been

issued by Issuer may apply for the Issue through the PPOAL and any

Application Form received from a person other than those specifically

addressed will be invalid.

Minimum Subscription

The requirement of minimum subscription shall not be applicable to the Issue and

therefore the Issuer shall not be liable to refund the subscription(s) or proceed(s) in

respect of Issue in the event of the total Issue collection falling short of the proposed

Issue size or certain percentage of the proposed Issue size.

Retention of oversubscription

The Company shall have an option at its sole discretion to retain over-subscription up

to the Issue Size. For further details on allocation and allotment, please refer to the

section titled “Allocation and Basis of Allotment” of this Disclosure Document.

Allocation and Basis of Allotment

Provisional or Final Allocation

Allocation shall be made on time priority basis in multiples of the bidding lot

size, i.e., in multiples of Rs. 10 Lakhs only. In case bids are recorded at the

same time, allocation would be on pro-rata basis in line with the Operational

Guidelines.



88

Allotment

For the purposes of determining the number of Debentures available for

allocation, the Company shall have the discretion of determining the number of

Debentures to be allotted over and above the Base Issue Size, in case the

Company opts to retain any oversubscription in the Issue up to the Issue Size.

The aggregate value of Debentures decided to be allotted over and above the

Base Issue Size, (in case the Company opts to retain any oversubscription in

the Issue), and/or the aggregate value of Debentures up to the Base Issue Size

shall be collectively termed as the “Issue Size”.

Allotment shall be done on time priority basis since this is a fixed rate coupon issue.

Payment Mechanism

Payment of subscription money for the Debentures should be made by the successful

bidder as notified by the Issuer (to whom the Issuer has issued given the offer by issue

of PPOAL).

Successful bidders should do the funds pay-in to the following bank account of ICCL (“Designated Bank Account”): HDFC Bank Limited: Beneficiary Name : INDIAN CLEARING CORPORATION LTD Account Number : ICCLEB IFSC Code : HDFC0000060 Mode : NEFT / RTGS

Successful bidders must do the subscription amount payment to the Designated Bank

Account on or before 10:30 a.m. on the Pay-in Date (“Pay-in Time”). Successful

bidders should ensure to make payment of the subscription amount for the Debentures

from their same bank account which is updated by them in the BSE BOND - EBP

Platform while placing the bids. In case of mismatch in the bank account details

between BSE BOND - EBP Platform and the bank account from which payment is

done by the successful bidder, the payment would be returned. Provided that, in case

of bids made by the Arranger on behalf of Eligible Participants, funds pay-in shall be

made from the bank account of such Eligible Participants.

Note: In case of failure of any successful bidders to complete the subscription amount

payments by the Pay-in Time or the funds are not received in the ICCL’s Designated

Bank Account by the Pay-in Time for any reason whatsoever, the bid will liable to be

rejected and the Issuer shall not be liable to issue Debentures to such successful

bidders.

Funds payment to the Issuer on March 8, 2019 would be made by ICCL to the following

bank account of the Issuer:



89

Bank : HDFC Bank Ltd

Branch : Fort Branch, Mumbai

Bank Account No. : 57500000071558

IFSC Code No. : HDFC0000060

Mode : NEFT / RTGS

Date of Subscription

The date of subscription shall be the date of realisation of proceeds of subscription

money in the Designated Bank Account of ICCL.

Settlement Process

Upon final allocation by the Issuer, the Issuer or the Registrar on behalf of the Issue

shall instruct the Depositories on the Pay In Date, and the Depositories shall

accordingly credit the allocated Debentures to the demat account of the successful

bidder.

The Company shall give the instruction to the Registrar for crediting the Debentures

by 12:00 noon on the Pay-In Date. The Registrar shall provide corporate action file

along with all requisite documents to Depositories by 12:00 noon on the Pay-In Date.

On the Pay-In Date, the Depositories shall confirm to ICCL the transfer of Debentures

in the demat account(s) of the successful bidder(s).

Post-Allocation Disclosures by the EBP

Upon final allocation by the Issuer, the Issuer shall disclose the Issue Size, coupon

rate, ISIN, number of successful bidders, category of the successful bidder(s), etc., in

accordance with the Operational Guidelines. The EBP shall upload such data, as

provided by the Issuer, on its website to make it available to the public.

3. ISSUE DETAILS

Security Name 8.30% RIL 2022 (PPD Series J)

Issuer Reliance Industries Limited

Type of Instrument Unsecured Redeemable Non-Convertible Debentures

Nature of Instrument Unsecured

Seniority N.A.

Mode of Issue Private Placement under electronic book mechanism of BSE under

SEBI Circular ref SEBI/HO/DDHS/CIR/P/2018/122 dated August

16, 2018 read with “Operational Guidelines for issuance of

Securities on Private Placement basis through an Electronic Book

Mechanism” issued by BSE vide their Notice No. 20180928-24

dated September 28, 2018 and/ or any subsequent guidelines as

may be issued by BSE from time to time, in this regard.



90

The Issue will be through closed bidding on the EBP platform in

line with EBP Guidelines vide SEBI circular

SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018

Eligible Participants All QIBs, and any non-QIB Investors specifically mapped by the

Issuer on the BSE BOND – EBP Platform, are eligible to bid / invest

/ apply for this Issue.

All participants are required to comply with the relevant regulations/

guidelines applicable to them for investing in this Issue.

Listing NSE and BSE. Listing application shall be filed with the Stock

Exchanges within 15 days from the Deemed Date of Allotment.

In case of delay in listing beyond 20 days from the Deemed Date

of Allotment, the Issuer shall pay penal interest of 1% (one per

cent) p.a. over the Coupon Rate to the Debenture Holders for the

Delayed period i.e. from the expiry of 30 days from the Deemed

Date of Allotment till the listing of Debentures.

Rating of the

Instrument

“CRISIL AAA/ Stable” (“CRISIL TRIPLE A rating with stable

outlook”) by CRISIL Limited, “[ICRA]AAA(Stable)” (“ICRA TRIPLE

A rating with stable outlook”) by ICRA Limited and “CARE AAA/

Stable” (“CARE TRIPLE A rating with stable outlook”) by CARE

Ratings Limited

Issue Size Unsecured Redeemable Non-Convertible Debentures – PPD

Series J of the face value of Rs. 10 Lakhs each, for cash

aggregating to Rs. 6,000 Crore, with an option to retain

oversubscription up to Rs. 1,000 Crore

Option to retain over-

subscription

(Amount)

Option to retain oversubscription upto Rs. 1,000 Crore at the sole discretion of the Company The basis of allotment under this Issue will be as set out in the section titled “Allocation and Basis of Allotment” of this Disclosure Document

Business Day

Convention

If any of the coupon payment date(s), other than the ones falling

on the redemption date, falls on a day that is not a Business Day,

the payment shall be made by the Issuer on the immediately

succeeding Business Day, which becomes the coupon payment

date for that coupon. However, the future coupon payment date(s)

would be as per the schedule originally stipulated at the time of

issuing the Debentures. In other words, the subsequent coupon

payment date(s) would not be changed merely because the

payment date in respect of one particular coupon payment has

been postponed earlier because of it having fallen on a non-

Business Day.

If the redemption date of the Debentures falls on a day that is not

a Business Day, the redemption amount shall be paid by the Issuer



91

on the immediately preceding Business Day, which becomes the

new redemption date, along with interest accrued on the

Debentures until but excluding the date of such payment.

Objects of the Issue The net proceeds of the Issue will be utilised inter-alia for

refinancing of existing borrowings and/ or for any other purpose in

the ordinary course of business of the Issuer. The proceeds of the

Issue will not be used for investments in capital markets and real

estate.

Details of the

utilisation of the

Proceeds

The net proceeds of the Issue will be utilised inter-alia for

refinancing of existing borrowings and/ or for any other purpose in

the ordinary course of business of the Issuer. The proceeds of the

Issue will not be used for investments in capital markets and real

estate.

Coupon Rate 8.30% (Eight point three zero percent) per annum payable annually

on outstanding Debentures at the end of every year from the

Deemed Date of Allotment

Step Up/ Step Down

Coupon Rate

Not Applicable

Coupon Payment

Frequency

Annually

Coupon Payment

Date(s)

March 8 of every year till Redemption Date(s). If this is not a

Business Day, then as per the Business Day Convention. The last

Coupon Payment Date will be the Redemption Date.

Coupon Type Fixed

Coupon Reset

Process

None

Day Count Basis Actual/ Actual Basis

Interest payable on the Debentures will be calculated on the basis

of actual number of days elapsed in a year of 365 or 366 days as

the case may be.

Interest on

Application Money

As the Pay-In Date and the Deemed Date of Allotment fall on the

same date, interest on application money shall not be applicable.

Default Interest Rate In case of default in payment of interest and/or Redemption

Amount on due dates, additional interest @ 2% p.a. over the

Coupon Rate will be payable by the Issuer for the period of default.

Tenor 3 years from the Deemed Date of Allotment

Redemption Date(s) The Debentures shall be redeemed at par at the end of the 3 years

from the Deemed Date of Allotment i.e March 8, 2022. If this is not

a Business Day, then as per the Business Day Convention.

Redemption Amount Rs.10,00,000 (Rupees Ten Lakhs) per Debenture payable on each

of the Redemption Date(s)

Redemption

Premium/ Discount

NIL



92

Issue Price Rs.10,00,000 (Rupees Ten Lakhs) per Debenture

Discount at which

security is issued and

the effective yield as

a result of such

discount

Not Applicable, as the Debentures are being issued at par

Put Date Not Applicable

Put Price Not Applicable

Call Date Not Applicable

Call Price Not Applicable

Put Notification Time Not Applicable

Call Notification Time Not Applicable

Face Value Rs. 10,00,000 (Rupees Ten Lakhs) per Debenture

Minimum bid size and

in multiples thereafter

1 Debenture of Rs. 10,00,000 (Rupees Ten Lakhs) each and in

multiple of 1 Debenture of Rs. 10,00,000 (Rupees Ten Lakhs) each

thereafter

Minimum Application

and in multiples

thereof

1 Debenture of Rs. 10,00,000 (Rupees Ten Lakhs) each and in

multiple of 1 Debenture of Rs. 10,00,000 (Rupees Ten Lakhs) each

thereafter

Issue Timing:

1. Issue / Bid

Opening Date

2. Issue / Bid Closing

Date

3. Pay–in–Date

4. Deemed Date of

Allotment

March 7, 2019

March 7, 2019

March 8, 2019

March 8, 2019

Manner of allotment The allotment will be done on uniform yield basis in line with EBP

Guidelines vide SEBI circular SEBI/HO/DDHS/CIR/P/2018/122

dated August 16, 2018 read with the “Updated Operational

Guidelines for issuance of Securities on Private Placement basis

through an Electronic Book Mechanism” issued by BSE vide notice

no. 20180928-24 dated 28 September 2018.

Manner of settlement Settlement of the Issue will be done through Indian Clearing

Corporation Limited (ICCL) and the account details are given in the

section on Payment Mechanism of this Disclosure Document

Settlement cycle The process of pay-in of funds by investors and pay-out to Issuer

will be done on T+1 day, where T is the Issue day

Issuance Mode of the

Instrument

Only in dematerialised form

Trading Mode of the

Instrument

Only in dematerialised form

Settlement Mode of Payment of interest and Redemption Amount will be made by way



93

the Instrument of RTGS/ NEFT/ any other electronic mode/ any other mode of

payment

Depository NSDL and CDSL

Record Date 15 (fifteen) days prior to each Coupon Payment/ Redemption Date.

Security None

Security Creation N.A.

Transaction

Documents

The Issuer has arranged to execute/ executed/ shall execute the

documents including but not limited to the following in connection

with the Issue:

1. Certified true copy of the Board Resolution / Finance Committee

Resolution

2. Consent Letter from Karvy Fintech Private Limited to act as

Registrar for the Issue

4. Consent Letter from Axis Trustee Services Limited to act as

Debenture Trustee for the Issue

5. Debenture Trustee Appointment Agreement

6. Debenture Trust Deed

7. Rating Letter by CRISIL Limited, ICRA Limited and CARE

Ratings Limited

8. Tripartite Agreement between the Issuer, the Registrar and

NSDL for offering Depository option to the investors

9. Tripartite Agreement between the Issuer, the Registrar and

CDSL for offering Depository option to the investors

10. EBP Agreement with the EBP (being BSE)

11. Disclosure Document in line with SEBI guidelines

Upon closure of the bidding on the Bid Closing Date, PPOAL in

format of Form PAS 4, as per 2013 Act to be issued to each

successful bidder.

Conditions Precedent

to Disbursement

1. Credit Rating by CRISIL Limited, ICRA Limited and CARE

Ratings Limited

2. Consent Letter from the Axis Trustee Services Limited to act as

Debenture Trustee for the Issue

3. Signed Disclosure Document

4. Certified copies of Board, Finance Committee and Shareholders

Resolutions

5. Consent letter from Karvy Fintech Private Limited to act as

Registrar & Transfer Agent for the Issue

6. In-principle approvals from the Stock Exchanges

Conditions

Subsequent to

Disbursement

1. Listing of the Debentures on the Stock Exchanges

2. Execution of Debenture Trust Deed

Event of Defaults Default in payment of monies due in respect of interest/

Redemption Amount owing upon the Debentures and continues

without being remedied for a period of 30 days after the dates on



94

which such monies become due.

Provisions related to

Cross Default

Not Applicable

Role and

Responsibilities of

Debenture Trustee

The Issuer has appointed Axis Trustee Services Limited registered

with SEBI, as Debenture Trustee for the benefit of Debenture

Holders (hereinafter referred to as “Debenture Trustee”). The

Debenture Trustee has given its consent to the Issuer for its

appointment and has entered into a Debenture Trustee

Appointment Agreement with the Issuer. The Issuer shall enter into

a Debenture Trust Deed, inter alia, specifying the terms and

conditions of the Debentures and the powers, authorities and

obligations of the Issuer and the Debenture Trustee in respect of

the Debentures.

Governing Law and

Jurisdiction

The Debentures are governed by and shall be construed in

accordance with the existing laws of India. Any dispute arising in

respect thereof will be subject to the exclusive jurisdiction of the

courts at Mumbai (Maharashtra) in India.

Future Borrowings The Issuer shall be entitled to borrow/ raise loans or avail of

financial assistance in whatever form as also issue debentures/

notes/ other securities in any manner with ranking as pari passu

basis or otherwise and to change its capital structure, including

issue of shares of any class or redemption or reduction of any class

of paid up capital, on such terms and conditions as the Company

may think appropriate, without the consent of, or intimation to, the

Debenture Holder(s) or the Debenture Trustee in this connection.

The Issuer shall not be required to obtain any consent(s) of

Debenture Holder(s)/ Debenture Trustee for creating any charge

on its assets for its present or future borrowings/ issue of

debentures / Notes/ other securities.

Purchase/ Sale of Debentures

The Issuer may, at any time and from time to time, prior to

Redemption Date, purchase Debentures in part (on a pro-rata

basis or otherwise) or full at discount, at par or at premium in the

open market or otherwise as may be determined by the Board of

Directors / Finance Committee of the Issuer. Such Debentures, at

the option of the Issuer, may be cancelled, held or resold at such

price and on such terms and conditions as the Board of Directors /

Finance Committee of the Issuer may deem fit. Such purchase /

sale of Debentures shall not require any further consent / approval

of the Debenture Holder(s) / Debenture Trustee. The right to

purchase Debentures is not a call option and should not be

construed as such by anyone. The right of purchase and sale can

be exercised by the Company multiple times during the tenor of the

Debentures without applicability of any minimum amount or price

of the Debentures.



95

4. ADDITIONAL DISCLOSURES

Particulars Disclosures

A Details of Branches and Units

Please refer to Annexure A for major plant locations of the Company

B Brief particulars about the Management

Please refer to Annexure B

C Management’s perception of risk factors

Please refer to Annexure C

D Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of –

i) statutory dues; None

ii) debentures and interest thereon;

None

iii) deposits and interest thereon; and

None

iv) loan from any bank or financial institution and interest thereon.

None

E Details of default in annual filing of the Company, if any, under the Companies Act, 2013 and the rules made thereunder

There are no defaults in annual filing of the Company under the Companies Act, 2013 and the rules made thereunder as on date.

F The change in control, if any, in the Company, that would occur consequent to the private placement

Not Applicable as the issue relates to Debentures

G The number of persons to whom allotment on preferential basis/private placement/rights issue has already been made during the year, in terms of number of securities as well as price

Please refer to Annexure D



96


H Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects

The contribution of promoters or directors to the Debentures is NIL.

I The details of significant and material orders passed by the regulators, courts and tribunals impacting the going concern status of the Company and its future operations.

There are no material orders passed by the regulators, courts and tribunals which impact the going concern status of the Company and its future operations.

J The pre-issue and post-issue shareholding pattern of the Company

Please refer to Annexure E

K Any financial or other material interest of the directors, promoters or key managerial personnel in the offer/issue and the effect of such interest in so far as it is different from the interests of other persons.

None of the directors, promoters or key managerial personnel has financial or material interests in the offer.

L Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the Issuer during the last three years immediately preceding the

The promoter and promoter group entities of RIL had filed settlement / consent applications during August - October 2011 under the then prevailing settlement scheme of SEBI (presently the SEBI (Settlement of Administrative and Civil Proceedings) Regulations, 2014), for settlement of the specified proceedings set out in the show cause notice dated February 24, 2011 issued by SEBI calling them to show cause as to why enquiry should not be held and penalty (at the time of alleged contravention, the penalty was maximum of Rs. 5 lakhs) be not imposed under Section 15(H) of SEBI Act, 1992 for the alleged contravention of Regulation 11(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, and the said settlement / consent applications are pending before SEBI.



97


year of the circulation of this Disclosure Document and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action.

SEBI had passed an order under section 11B of the Securities and Exchange Board of India Act, 1992, on March 24, 2017 on a Show Cause Notice dated December 16, 2010 issued to erstwhile Pipeline Infrastructure (India) Private Limited (merged with Reliance Ports And Terminals Limited (RPTL), one of the promoter group entity of the Company) in the matter concerning trading in Reliance Petroleum Limited shares in the year 2007, prohibiting RPTL from dealing in equity derivatives in the F&O segment of the stock exchanges, directly or indirectly for a period of one year from March 24, 2017. The said prohibition expired on March 23, 2018. RPTL on May 01, 2017 had filed an appeal against the SEBI’s order before the Hon’ble SAT and the same is pending.

M Remuneration of directors (during the current year and last three financial years)

Please refer to Annexure F

N Related party transactions entered during the last three financial years immediately preceding the year of circulation of this Disclosure Document including with regard to loans made or, guarantees given or securities provided.

Please refer to Annexure G

O Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of this Disclosure Document and of their impact on the financial statements and financial position

None



98


of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark.

P Details of any inquiry, inspections or investigations initiated or conducted under the Act or any previous company law in the last three years immediately preceding the year of circulation of this Disclosure Document in the case of company and all of its subsidiaries. Also, if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of this Disclosure Document and if so, section-wise details thereof for the company and all of its subsidiaries.

None

Q Details of acts of material frauds committed against the company in the last three years, if

None



99


any, and if so, the action taken by the company.

R The securities premium account before and after the Issue

Before the issue of Debentures*

Rs. 46,300 crore

After the issue of Debentures*

Rs. 46,300 crore

*as of December 31, 2018

S Details of the existing share capital of the Issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration Number and price at which each of the allotments were made in the last one year preceding the date of this Disclosure Document separately indicating the allotments made for considerations other than cash and the details of the consideration in each case.

Please refer to Annexure H Please refer to Annexure H

T Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company.

Please refer to Annexure I



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5. DISCLOSURES PERTAINING TO WILFUL DEFAULT

Neither the Company nor any of its Promoters or Directors is a wilful defaulter or is in default of payment of interest or repayment of principal amount in respect of debt securities issued by it to the public, if any, for a period of more than six months.

DECLARATION BY THE ISSUER

The Issuer hereby declares that this Disclosure Document contains full disclosure in accordance with SEBI ILDS Regulations, the Companies Act and the Operational Guidelines.

The Issuer also confirms that this Disclosure Document does not omit disclosure of any material fact which may make the statements made therein, in the light of the circumstances under which they are made, misleading. The Disclosure Document also does not contain any false or misleading statement. The Issuer accepts no responsibility for the statements made otherwise than in this Disclosure Document or in any other material issued by or at the instance of the Issuer and that anyone placing reliance on any other source of information would be doing so at his own risk.

The Issuer declares that all the relevant provisions of the relevant regulations or guidelines issued by SEBI and other Applicable Laws have been complied with and no statement made in this Disclosure Document is contrary to the provisions of the regulations or guidelines issued by SEBI and other Applicable Law, as the case may be.

Signed By: ________________________ Name: Sandeep Deshmukh Designation: Vice President - Corporate Secretarial Date: March 5, 2019 Place: Mumbai



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ANNEXURE A

MAJOR PLANT LOCATIONS OF THE COMPANY

Dahej Manufacturing Division P. O. Dahej, Taluka: Vagra, District Bharuch - 392 130, Gujarat, India Jamnagar Village Meghpar/Padana, Taluka Lalpur, Jamnagar - 361 280, Gujarat, India KG D6 Onshore Terminal Village Gadimoga, Tallarevu Mandal, East Godavari District – 533 463, Andhra Pradesh, India Patalganga Manufacturing Division B-1 to B-5 and A3, MIDC Industrial Area, P. O. Rasayani, Patalganga – 410 220, District Raigad, Maharashtra, India Hazira Manufacturing Division Village Mora, P. O. Bhatha, Surat-Hazira Road, Surat - 394 510, Gujarat, India Jamnagar SEZ Unit Village Meghpar/Padana, Taluka Lalpur, Jamnagar - 361 280, Gujarat, India Nagothane Manufacturing Division P. O. Petrochemicals Township, Nagothane - 402 125, Roha Taluka, District Raigad, Maharashtra, India Vadodara Manufacturing Division P. O. Petrochemicals, Vadodara - 391 346, Gujarat, India



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ANNEXURE B

BRIEF PARTICULARS OF THE MANAGEMENT OF THE COMPANY

DIRECTORS:

Mr. Mukesh D. Ambani (DIN 00001695) is a Chemical Engineer from the Institute of

Chemical Technology, Mumbai (erstwhile the University Department of Chemical

Technology, University of Mumbai). He pursued an MBA from Stanford University in

the US. He has been on the Board of Reliance since 1977. He initiated Reliance’s

backward integration journey – from textiles to polyester fibres and further onto

petrochemicals and petroleum refining, and going upstream into oil and gas

exploration and production. He created multiple new world-class manufacturing

facilities involving diverse technologies that have raised Reliance’s petrochemicals

manufacturing capacities from less than a million tonnes to about 21 million tonnes

per year.

In the late nineties, Mr. Mukesh Ambani spearheaded the creation of the world’s

largest grassroots petroleum refinery at Jamnagar in Gujarat, India, with a capacity of

660,000 barrels per day (33 million tonnes a year), and integrated it with

petrochemicals, power generation, port and related infrastructure. Further, he steered

the setting up of another 580,000-barrels-per-day refinery next to the first one in

Jamnagar. With an aggregate refining capacity of 1.24 million barrels of oil per day at

a single location, Jamnagar has become the refining hub of the world.

He also led Reliance’s development of infrastructure facilities and implementation of a

pan-India organized retail network spanning multiple formats and supply chain

infrastructure. Today, Reliance Retail is the largest organised retail player in India. He

has created global records in customer acquisition for Jio, Reliance’s digital services

initiative. He led and established one of the world’s most expansive 4G broadband

wireless network offering end-to-end solutions that address the entire value chain

across various digital services in key domains of national interest, such as education,

healthcare, security, financial services, government-citizen interfaces, and

entertainment.

Mr. Mukesh Ambani is a member of the Prime Minister’s Council on Trade and

Industry, Government of India, and the Board of Governors of the National Council of

Applied Economic Research, India. He is the Chairman of the Board of Governors,

Pandit Deendayal Petroleum University in Gujarat. He is a Board Member of the

Interpol Foundation, and a member of The Foundation Board of the World Economic

Forum.

Mr. Ambani is also a member of the following forums:

Indo-U.S. CEOs’ Forum

India Advisory Council of The British Asian Trust (as Chairman)

International Advisory Council of The Brookings

McKinsey & Company International Advisory Council

Global Advisory Council of Bank of America

The Business Council



104

India Advisory Group of the London School of Economics

Mr. Mukesh Ambani is an elected Foreign Member of the prestigious United States

National Academy of Engineering. Only nine other Indians have received this honour.

He is the Chairman of Reliance Jio Infocomm Limited and Reliance Retail Ventures

Limited, and a Director of Reliance Foundation and Reliance Europe Limited. At

Reliance Industries, he is the Chairman of the Board of Directors and Finance

Committee.

Mr. Nikhil R. Meswani (DIN 00001620) is a chemical engineer and the son of Mr.

Rasiklal Meswani, one of the Founder Directors of the company. He joined Reliance

in 1986, and since July 01, 1988, he has been a Whole-time Director, designated as

Executive Director, on the Board of the company. He is primarily responsible for the

petrochemicals division, and has made major contributions towards Reliance

becoming a global leader in petrochemicals. Between 1997 and 2005, he handled the

refinery business of the company. In addition, he continues to shoulder several other

corporate responsibilities, such as Corporate Affairs and the Group Taxation. He is

also involved in the affairs of Reliance-owned IPL cricket franchise Mumbai Indians,

Indian Super League and other sports initiatives of the company. A former President

of the Association of Synthetic Fibre Industry, Mr. Nikhil Meswani was also the

youngest Chairman of the Asian Chemical Fibre Industries Federation. He is a

member of the Board of Trade, Ministry of Commerce, Government of India. He is also

a managing committee member of the Federation of Indian Export Organisations.

He has been honoured by the Institute of Economic Studies, Ministry of Commerce &

Industry, and the Textile Association (India), Ministry of Textiles. He has also been

honoured by the FICCI for his distinguished contribution to the petrochemicals

industry. He was named a Young Global Leader by the World Economic Forum in

2005, and remains an active participant in the activities of the forum. He is also a

member of the new Senior Advisory Board for South-Asia at the forum. For the past

three consecutive years, ICIS, a leading chemical industry magazine, has ranked Mr.

Nikhil Meswani among the Top 40 Global Power Players in the chemical industry. He

is a member of Global Advisory Council of Harvard University, USA. He is a member

of the visiting committee of the Dean for engineering at Massachusetts Institute of

Technology (MIT), USA. He is also a member of the Board of Governors of the Institute

of Chemical Technology (ICT), Mumbai, and a distinguished alumnus of the same.

He is a member of Corporate Social Responsibility and Governance Committee,

Finance Committee, and Stakeholders’ Relationship Committee of the Company. He

is also a Director of Reliance Commercial Dealers Ltd., Chairman of its Audit

Committee, and a member of its Nomination and Remuneration Committee and

Corporate Social Responsibility Committee.

Mr. Hital R. Meswani (DIN 00001623) is a Management & Technology graduate from

the University of Pennsylvania (UPenn) in the USA. He received a Bachelor of Science

Degree in Chemical Engineering from the School of Engineering and Applied

Sciences, UPenn, and a Bachelor of Science Degree in Economics from the Wharton



105

Business School. He joined Reliance Industries Ltd. (RIL) in 1990 and is the son of

Mr. Rasiklal Meswani, one of the Founder Directors of the company.

He is on the Board of the company as Whole-time Director, designated as the

Executive Director, RIL, since August 4, 1995. His overall responsibility spans the

Petroleum Refining and Marketing Business, Petrochemicals Manufacturing and

several corporate functions of the company including Human Resources

Management, Information Technology, Research & Technology and Capital Projects

Execution. He has been involved with almost all mega initiatives of the group through

its growth journey. He was instrumental in execution of the world class petrochemicals

complex at Hazira and the mammoth Reliance Jamnagar Refinery complex, the

largest in the world at any single location. He had also led a company-wide business

transformation initiative, which has resulted in the development of the constitution of

RIL – the Reliance Management system

He has been awarded an Honorary Fellowship by IChemE (Institution of Chemical

Engineers – the International Professional body for Chemical, Biochemical and

Process Engineers) in recognition of his contribution to the process industries. He is a

member of the Engineering Board of Overseers of University of Pennsylvania

(UPENN) and is a recipient of the prestigious ‘The 2011 D. Robert Yarnall Award’ from

The Engineering Alumni Society of the UPENN. He was conferred the Honorary

CEPM-PMA Fellowship Award for Project Management Excellence. He is also a

Member of Board of Management - Somaiya Institute of Management Studies and

Research, Mumbai.

He is a member of the Finance Committee, Stakeholders’ Relationship Committee,

Risk Management Committee, Human Resources, Nomination and Remuneration

Committee and Chairman of the Health, Safety and Environment Committee of the

Company.

He is a Director of Reliance Industrial Investments and Holdings Ltd., Reliance

Commercial Dealers Ltd and the Indian Film Combine Private Ltd.

Mr. P.M.S. Prasad (DIN 00012144) has been a Whole-time Director, designated as

Executive Director, of the Company since August 21, 2009. He has worked with

Reliance for about 37 years, holding various senior positions in fibres, petrochemicals,

refining & marketing and exploration & production businesses of Reliance. Mr. Prasad

holds Bachelor Degrees in Science from Osmania University and in Engineering from

Anna University.

He was awarded an honorary Doctorate Degree by the University of Petroleum and

Engineering Studies, Dehradun, in recognition of his outstanding contribution to the

Indian petroleum sector. He has also been conferred the Energy Executive of the Year

2008 award by Petroleum Economist in recognition of his leadership.

He is a member of the Health, Safety and Environment Committee and Risk

Management Committee of the Company.



106

Mr. Prasad is a Director of Network18 Media & Investments Ltd., TV 18 Broadcast Ltd.

and Reliance Commercial Dealers Ltd. He is a member of the Stakeholders’

Relationship, Corporate Social Responsibility, Audit and Nomination & Remuneration

committees of Network18 Media & Investments Ltd. and TV18 Broadcast Ltd. He is

also the Chairman of the Nomination and Remuneration Committee and member of

Corporate Social Responsibility Committee of Reliance Commercial Dealers Ltd.

Mr. Pawan Kumar Kapil (DIN 02460200) was appointed as a Whole-time Director,

designated as Executive Director, of the Company with effect from May 16, 2010. He

holds a Bachelor’s Degree in Chemical Engineering, and has a rich experience of more

than five decades in the petroleum refining industry. Joining Reliance in 1996, he led

the commissioning and start-up of the Jamnagar complex (J1). He was associated

with this project from conception to commissioning. He also played a leading role in

the commissioning of the manufacturing operations in the Special Economic Zone at

Jamnagar by Reliance (J2).

Mr. Kapil started his career in 1966 with the Indian Oil Corporation (IOC). During the

initial years, he worked in various capacities in operations, technical services and

start-up/commissioning of various refinery process units/facilities in Barauni and

Gujarat Refineries. Having a penchant for analytical work and good technological

skills, he was chosen to head the Central Technical Services Department at the

corporate office of IOC. He did extensive work in expansion of existing refineries,

energy optimisation, debottlenecking studies, and long-term planning. He has also

been the Director (Technical) of the Oil Co-ordination Committee (OCC) – a think tank

of the Ministry of Petroleum, Government of India.

Mr. Kapil was the Site President of Reliance’s Jamnagar complex from 2001 to 2010.

He is heading Group Manufacturing Services (GMS) since 2011, and working towards

achieving excellence in the areas of HSE, technology, reliability and operations of all

manufacturing sites covering refineries, petrochemicals and polyester plants of

Reliance. Under his able leadership, the Jamnagar refinery became the first Asian

refinery to be declared the ‘Best Refinery in the world’ at the ‘World Refining & Fuel

Conference’ at San Francisco, USA, in 2005. In recognition of Mr. Kapil’s excellent

achievements, the CHEMTECH Foundation conferred on him the ‘Outstanding

Achievement Award for Oil Refining’ in 2008. He is currently involved in commissioning

of J3 & other Projects at Jamnagar site covering Paraxylene, Refinery Off Gas Cracker

(ROGC), Low Density Polyethylene, Linear Low Density Polyethylene, Pet Coke

Gasification, High Purity Isobutylene/Isobutylene Isoprene Rubber Plants & Offsites,

etc.

He is a member of the Health, Safety and Environment Committee of the Company.

He has also been a Member of the Research Council of the Indian Institute of

Petroleum, Dehradun & other committees.

Mr. Mansingh L. Bhakta (DIN 00001963) is a senior partner at Kanga & Co., a leading

firm of advocates and solicitors in Mumbai. He has been practising law for over 60

years and has vast experience in the legal field, particularly in matters relating to

corporate law, banking and taxation. He is legal advisor to leading foreign and Indian



107

companies and banks. During his long career, he has served a large number of leading

corporates as an independent director, including Larsen & Toubro Ltd., SKF Ltd.,

Kirloskar Oil Engines Ltd., Arvind Ltd., and Bennett Coleman & Company Ltd. He has

also been associated with a large number of Euro issues made by Indian companies.

He was the Chairman of the Taxation Law Standing Committee of LAWASIA, an

association of lawyers of Asia and Pacific, headquartered in Australia. He is a Director

of the Indian Merchant’s Chamber, Mumbai.

He is a recipient of the Rotary Centennial Service Award for Professional Excellence

from Rotary International. Hong Kong-based Asia Law Journal, a leading international

law journal, has nominated Mr. Bhakta as one of the ‘Leading Lawyers of Asia’ for six

consecutive years, starting 2011. The Trans Asian Chamber of Commerce & Industry

conferred on him the prestigious award of ‘The Pillar of Hindustaanee Society’ for the

year 2014-15 in the field of ‘Ethical Law Practice’. The International Council of Jurists,

New Delhi recently honoured Mr. Bhakta with its prestigious ‘National Law Day Award

2017’ for his unique contributions in the field of taxation.

At Reliance Industries, he is the Lead Independent Director.

Dr. Yogendra P. Trivedi (DIN 00001879) is a practising senior advocate at the

Supreme Court of India. He worked as the director of the Central Bank of India and

Dena Bank. He had been the President of the Indian Merchant’s Chamber, and is

currently a member of its managing committee. He was also on the managing

committees of ASSOCHAM and the International Chamber of Commerce. He served

as the Hon’ Consul to the Republic of Ethiopia and was a member of the Rajya Sabha

till April 2, 2014.

He has been conferred an Honorary Doctorate (Honoris Causa) by Fakir Mohan

University, Balasore, Odisha.

Dr. Trivedi is a Director of Sai Services Private Ltd., Supreme Industries Ltd., Zodiac

Clothing Company Ltd., New Consolidated Construction Company Ltd., Emami Ltd.,

Federation of Indian Automobile Association, among other organisations.

He is the Chairman of the Indo-African Chamber of Commerce. He was the President

of the Cricket Club of India, and a former President of the Western India Automobile

Association. He is also a member of the Indian Merchant’s Chamber, All-India

Association of Industries, WIAA Club, Yachting Association of India, BCA Club, Orient

Club and Yacht Club.

Dr. Trivedi is the Chairman of the Audit Committee, the Corporate Social Responsibility

and Governance Committee, and the Stakeholders’ Relationship Committee as well

as a member of Human Resources, Nomination and Remuneration Committee of the

Company. He is also a member of the Audit Committee and Nomination &

Remuneration Committee of Zodiac Clothing Company Ltd., as well as the Chairman

of Nomination & Remuneration Committee and Audit Committee of Supreme

Industries Ltd.



108

Dr. Trivedi was a President of The Chamber of Tax Consultants of the Income Tax

Appellate Tribunal Bar Association after the retirement of Shri N.A. Palkhiwala, Sr.

Advocate of Supreme Court.

At Reliance Industries Ltd., he is an Independent Director.

Prof. Dipak C. Jain (DIN 00228513) has a Master’s Degree in Mathematical Statistics

from Gauhati University, and a PhD in Marketing from the University of Texas, US.

A distinguished teacher and scholar, he was the Dean of the Kellogg School of

Management, Northwestern University (USA) from 2001 to 2009, and an Associate

Dean from 1996 to 2001. He has also served as the Dean of INSEAD, a leading

business school from 2011 to 2013, and as a Director of Sasin Graduate Institute of

Business Administration of Chulalongkorn University, Bangkok, Thailand, from 2014-

2017. Currently he is the President-Designate and Professor of Marketing at China

Europe International Business School (CEIBS). He has more than 30 years’

experience in management education. He has published several articles in

international journals on marketing and allied subjects.

The academic accolades received by him include the Sidney Levy Award for

Excellence in Teaching in 1995; the John DC Little Best Paper Award in 1991; Kraft

Research Professorship in 1989-90 and 1990-91; the Beatrice Research

Professorship in 1987-88; the Outstanding Educator Award from the state of Assam

in 1982; Gold Medal for the Best Post-Graduate of the Year from Gauhati University

in 1978; Gold Medal for the Best Graduate of the Year from Darrang College, Assam,

in 1976; Gold Medal from Jaycees International in 1976; the Youth Merit Award from

Rotary International in 1976; and the Jawaharlal Nehru Merit Award from the

Government of India in 1976.

He is a Director of John Deere & Company (US), Reliance Retail Ventures Ltd.,

Reliance Retail Ltd. and Reliance Jio Infocomm Ltd.

He is a member of the Audit Committee, Corporate Social Responsibility Committee,

and Nomination & Remuneration Committee of Reliance Retail Ventures Ltd and also

a member of the Audit Committee and Nomination & Remuneration Committee of

Reliance Jio Infocomm Ltd.

At Reliance Industries Ltd., he serves as an Independent Director.

Dr. Raghunath A. Mashelkar (DIN 00074119), a National Research Professor, is also

the President of Global Research Alliance, a network of public-funded R&D institutes

from Asia-Pacific, Europe and the US, with over 60,000 scientists in its ranks. Dr.

Mashelkar has served for over 11 years as the Director General of the Council of

Scientific and Industrial Research, which has 38 laboratories and about 20,000

employees. He was also the President of the Indian National Science Academy, and

the Institution of Chemical Engineers (UK). Deeply connected with the innovation

movement in India, Dr. Mashelkar is currently the Chairman of India’s National



109

Innovation Foundation, Reliance Innovation Council, Thermax Innovation Council,

KPIT Technology Innovation Council, and Marico Innovation Foundation.

In the post-liberalised India, Dr. Mashelkar has played a critical role in shaping India’s

science and technology policies. He was a member of the Scientific Advisory Council

to the Prime Minister, and also of the Scientific Advisory Committee to the Cabinet, set

up by successive governments.

In August 1997, Business India named Dr. Mashelkar as one of the 50 path-breakers

in post-Independence India. In 1998, he won the JRD Tata Corporate Leadership

Award, becoming the first scientist to win it. In June 1999, Business India did a cover

story on Dr. Mashelkar as ‘CEO OF CSIR Inc.’ – a dream that he himself had

articulated when he took over as DG, CSIR in July 1995. On November 16, 2005, he

received the Business Week (USA) award of ‘Stars of Asia’ from former U.S. President

George Bush (Sr.), becoming the first Asian Scientist to have received it. 39

Universities have bestowed honorary doctorates on him, which include Universities of

London, Salford, Swinburne, Pretoria, Wisconsin and Delhi.

He was only the third Indian engineer to be elected in 1998 as Fellow of Royal Society

(FRS), London, in the 20th century. He was elected Foreign Associate of National

Academy of Science (USA) in 2005; Associate Foreign Member, American Academy

of Arts & Sciences (2011); Foreign Fellow of the US National Academy of Engineering

(2003); Fellow of Royal Academy of Engineering, UK (1996); Foreign Fellow of

Australian Technological Science and Engineering Academy (2008); Fellow of World

Academy of Art & Science, US (2000), US National Academy of Inventors (2017).

The President of India honoured Dr. Mashelkar with Padma Shri (1991), Padma

Bhushan (2000) and Padma Vibhushan (2014) – the three highest civilian honours in

recognition of his contribution to nation-building.

Apart from Reliance Industries, Dr. Mashelkar is on the Boards of several other

reputed companies, such as Piramal Enterprises Ltd., Godrej Agrovet Ltd, Vyome

Therapeutics Limited.

He is a member of Audit Committee of Piramal Enterprises Ltd.; and Corporate Social

Responsibility Committee of Godrej Agrovet Ltd.

At Reliance Industries, Dr. Mashelkar is an Independent Director and a member of the

Audit, Human Resources, Nomination and Remuneration, Corporate Social

Responsibility and Governance and the Health, Safety and Environment committees.

Mr. Adil Zainulbhai (DIN 06646490) is the Chairman of Quality Council of India (QCI).

He is also the Chairman of Network18 Media & Investments Ltd. and TV18 Broadcast

Ltd. and also a Director of Reliance Jio Infocomm Ltd. (RJIL), Reliance Retail Ventures

Ltd. (RRVL), Larsen & Toubro Ltd., Cipla Ltd, Viacom 18 Media Private Limited.

He retired as the Chairman of McKinsey & Company, India, after serving the company

for 34 years – the last 10 of which were spent in India. Over the last 10 years, he



110

worked directly with the CEOs and promoters of some major companies in MNCs,

PSUs, private and public sectors – in India and globally.

Recently, Mr. Zainulbhai has co-edited a book, ‘Reimagining India’, which featured 60

authors including prominent businessmen, academicians, economists, authors and

journalists. The book has been #1 in non-fiction in India on its release, and #2 on

Amazon’s International Business List in the US.

He grew up in Mumbai and graduated in Mechanical Engineering from Indian Institute

of Technology. He also has an MBA Degree from Harvard Business School.

Mr. Zainulbhai is very active in community and social causes. He is a Board member

on the Board of Trustees at Saifee Burhani Upliftment Trust (redeveloping Bhendi

Bazaar in Mumbai), Piramal Swasthya, Anant National University and others.

Mr. Zainulbhai is a member of Cipla’s Nomination and Remuneration Committee, and

Corporate Social Responsibility Committee. He is also a member of the Nomination

and Remuneration Committee, and the Chairman of Audit and Corporate Social

Responsibility committees of TV18 Broadcast Ltd. He is also a member of the

Nomination and Remuneration Committee of Larsen & Toubro Ltd.

At Reliance Industries, Mr. Zainulbhai is an Independent Director and the Chairman of

Human Resources, Nomination and Remuneration and Risk Management

committees, as well as a member of the Audit committee. He is the Chairman of the

Audit Committee, Stakeholders Relationship Committee and Corporate Social

Responsibility Committee, and member of the Nomination and Remuneration

Committee of Network18 Media and Investments Ltd. He is also the Chairman of

RJIL’s Audit Committee, Corporate Social Responsibility Committee, and a member

of the Nomination and Remuneration Committee. He is also the Chairman of the Audit

Committee and Corporate Social Responsibility Committee, as well as a member of

Nomination and Remuneration Committee of RRVL.

Smt. Nita M. Ambani (DIN 03115198) is a Commerce Graduate from Mumbai

University and a Diploma Holder in Early Childhood Education.

Mrs. Ambani is a businesswoman, educationist, philanthropist and a strong proponent

of sports. She is the Founder & Chairperson of Reliance Foundation (RF), which has

impacted the lives of over 20 million people across India, through initiatives in Rural

Transformation, Health, Education, Sports for Development, Disaster Response, Arts,

Culture & Heritage and Urban Renewal.

A teacher by training, she believes that education and sports are the bedrock of any

young, developing society. She is committed to building India as a multi-sports nation

and leads various grassroots programmes that have cumulatively reached out to over

15 million children, this includes Reliance Foundation Youth Sports, Reliance

Foundation Young Champs and Reliance Foundation Jr. NBA.



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Mrs. Ambani is the architect of Mumbai Indians, which is a three time champion of the

Indian Premier League (IPL), making it one of the most successful IPL teams. She is

also the Founder & Chairperson of Football Sports Development Limited that launched

the Indian Super League (ISL) in 2014, which has revolutionised football in India. In

recognition of her outstanding contribution to the world of sports, she was elected as

a member of the International Olympic Committee in 2016.

Mrs. Ambani provides leadership to 14 schools that educate 16,000 students every

year. She is the Founder & Chairperson of Dhirubhai Ambani International School

(DAIS), which has consistently been ranked as the best International School in India,

and is in the league of top international schools in the world. Further, the Dhirubhai

Ambani Scholarship Programme has supported over 11,500 scholars, 20% of whom

are specially-abled and almost 50% are girls.

She also leads Sir H. N. Reliance Foundation Hospital and Research Centre, which

provides international quality, affordable healthcare. It is the largest gold certified

green hospital in Mumbai. Reliance Foundation’s ‘Health for All’ initiative has provided

primary medical care to about 2.5 million underprivileged people. The Reliance

Foundation Drishti programme has gifted vision to over 17,000 people through corneal

transplants and its international Braille newspaper in Hindi is circulated in India and 15

other countries.

Mrs. Ambani is committed to preserving and promoting India’s art, culture and

heritage. RF partnered with The Metropolitan Museum of Art, New York, to showcase

the works of Nasreen Mohamedi, the renowned Indian abstract artist in 2016. RF also

sponsored the ‘Gates of the Lord – The Tradition of Krishna Paintings’ exhibition at

the Art Institute of Chicago in 2015.

Over the years, Mrs. Ambani has received many awards and honours. In 2017, she

was conferred with the ‘Pravinchandra V. Gandhi Award for Excellence in Public Life’

by the Rotary Club of Bombay and was also honoured with ‘The Global Philanthropist

and Leader of the Year Award’ by Vogue India Magazine. Reliance Foundation, under

Mrs. Ambani’s leadership, was awarded the prestigious Rashtriya Khel Protsahan

Award by the President of India in 2017 and was awarded with the Best Corporate

Promoter of Indian Sports by Times of India in 2018. She was also honoured by The

Metropolitan Museum of Art, New York, in January 2017 for her philanthropic work,

becoming the first South Asian to receive this honour. Forbes Asia magazine ranked

her amongst Asia's 50 Most Powerful Businesswomen in 2016.

She is on the Board of Reliance Industries Limited, India’s largest private sector

company and a Fortune Global 500 company. She is also on the Board of EIH Limited

(The Oberoi Group).

Mr. Raminder Singh Gujral (DIN 07175393) is a BA (Economics Honours), LLB, MBA

(IIM-Ahmedabad) and MA (Fletcher School, US). He retired from the post of Finance

Secretary, Government of India, in 2013. Earlier, he had held the posts of Secretary

(Revenue), Secretary (Expenditure) and Secretary (Ministry of Road, Transport and

Highways). Hi is an Arbitrator in several disputes pertaining to the 'Road Sector'. He



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was the Chairman of National Highways Authority of India (NHAI). Also, he had been

the Director General of Foreign Trade, and Chairman of the Board of Governors of

National Institute of Financial Management. Having held various posts in the Central

Government, he has a vast experience in the functioning of Central Board of Excise &

Customs and Central Board of Direct Taxes.

Mr. Gujral is a Director of Adani Power Ltd. and Adani Power (Mundra) Ltd. He is also

a member of its Audit and Nomination & Remuneration committees of the above

companies.

At Reliance Industries, he is an Independent Director and a member of the Audit and

the Human Resources, Nomination and Remuneration committees.

Dr. Shumeet Banerji (DIN 02787784) is the founder of Condorcet, LP – an advisory

and investment firm specializing in developing early stage companies. He retired from

Booz & Company in 2013 after a 20 year stint at the firm and its predecessor Booz,

Allen, Hamilton. He was the founding Chief Executive Officer of Booz & Company. In

2007-08 he co-led the conception, design, and execution of the historic deal

separating Booz, Allen, Hamilton, selling the government business to the Carlyle

Group and spinning off the global strategy consulting division as Booz & Company.

Dr. Banerji currently serves on the Board of Directors of Hewlett – Packard Company

(USA), Proteus Digital Health (USA), Felix Pharmaceuticals (Ireland), Tala Energy

(UK) and Reliance Jio Infocomm Ltd. (India). He serves on the Panel of Senior

Advisers of Chatham House (The Royal Institute of International Affairs, UK).

He was a member of the faculty at the University of Chicago's Graduate School of

Business before joining Booz, Allen, Hamilton. He received his PhD from Kellogg

School of Management, Northwestern University where he has previously served on

the Dean’s Advisory Board.

At Reliance Industries Ltd., Dr. Banerji is an Independent Director and a member of

the Human Resources, Nomination and Remuneration and Corporate Social

Responsibility and Governance and Risk Management committees.

Smt. Arundhati Bhattacharya (DIN 02011213)

Past Chairman of State Bank of India from 2013 to 2017.

Forty year career as a banker with State Bank of India, the largest bank in India.

Held several positions during her career with the bank including working in foreign

exchange, treasury, retail operations, human resources and investment banking. This included positions like the chief executive of the bank's merchant banking arm- State Bank of India Capital Markets; chief general manager in charge of new projects. She has also served at the bank's New York office.



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Involved with the launch of several new businesses such as SBI General

Insurance, SBI Custodial Services, SBI Pension Funds Pvt. Ltd. and the SBI Macquarie Infrastructure Fund.

In 2016, she was named the 25th most powerful woman in the world by Forbes. Ranked among the FT Top 100 Global Thinkers by Foreign Policy magazine. Named the 4th most powerful women in Asia Pacific by Fortune in 2017.

India Today magazine ranked her at 19th in India's 50 Most powerful people of 2017 list. In 2018, she was named Business Leader of the Year at The Asian Awards.

I. KEY MANAGERIAL PERSONNEL:

Alok Agarwal, Chief Financial Officer, has been with the group for over nearly 24

years. He commenced his career as the Treasurer and was directly responsible for

capital market transactions, resources, financial risk management, banking

relationships and investor relations. He was nominated as Chief Financial Officer in

the year 2005. He is also a member of the Executive Committee and has oversight on

all group investments, earnings and growth initiatives and a member of the Risk

Management Committee of the Company. Shri Agarwal graduated from IIT – Kanpur

in 1979 and then from IIM – Ahmedabad in 1981.

Srikanth Venkatachari, Joint Chief Financial Officer, responsible for financial risk

management, raising resources from banking and capital markets, investor relations,

financial reporting, control and compliances. He is member of the Risk Management

Committee of the Company also on the Board of Directors of Reliance Ventures Ltd,

a subsidiary of RIL.

Prior to September 2010, he was the Head of Global Markets for Citi South Asia

covering Fixed Income, Currencies, Commodities and Equities. He was also the

Country Treasurer for Citi in India and a Director in Citi's group company CCML

(Citicorp Capital Market Ltd).

Mr. Srikanth holds a Bachelor's degree in Commerce from Mumbai University, is a

member of the Institute of Chartered Accountants of India and a graduate member of

the Institute of Costs and Work Accountants of India.

K. Sethuraman, Group Company Secretary and Chief Compliance Officer, joined

the Company in 1979. He was appointed Group Company Secretary and Chief

Compliance Officer of the Company in 2011. He is responsible for the compliances

under the Companies Act, the listing agreement with the stock exchanges and

compliance under other regulatory authorities. Prior to joining the Company, he has

worked as an Audit Manager with M/s V. Sankar Iyer & Co., Chartered Accountants,

Delhi, after completion of articleship with them from November 1974 to May 1976.

Thereafter, he worked as an Internal Auditor and Company Secretary in an Associate

Company of Dalmia Group in Delhi from June 1976 to February 1979. He has also

worked as a Company Secretary in Larsen & Toubro Limited from 1989 to 1992.



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ANNEXURE C

MANAGEMENT’S PERCEPTION OF RISK FACTORS RELATING TO THE DEBENTURES

The following is a description of material risk factors, the occurrence or continuation of any of which could have a material adverse effect on the Company’s business, financial condition or results of operations. Risks Relating to the Company’s Oil and Gas, Refining and Petrochemical Businesses Macroeconomic Risks: The Company’s business and performance are influenced by local and global economic conditions. A significant portion of the Company’s revenue is generated by export sales of petroleum and petrochemical products to global markets. A slowdown in global economic growth could exert downward pressure on the demand for these products. Furthermore, a prolonged weakness in the global financial and economic situation may have a negative impact on third parties with whom the Company does, or may do, business. Cyclicality Risks: A significant portion of the Company’s revenue is attributable to sales of petroleum, crude oil, natural gas and petrochemical products in India, the prices of which are affected by worldwide prices of feedstock. Historically, the prices of feedstock and end products have been cyclical and sensitive to relative changes in supply and demand, the availability of feedstock and general economic conditions. In addition, over-supply and reduction in demand of petroleum products would dampen the Company’s refining margin and may adversely affect the Company’s margins and operating results. From time to time, the markets for the Company’s petroleum and petrochemical products have experienced periods of increased imports or capacity additions, reduction in demand and other disruptions which have resulted in oversupply and declines in product prices and margins in the domestic market. In such situations in the past, the Company was forced to export these products. Exports may result in lower margins as export prices are lower than domestic prices. In addition, the withdrawal or reduction of import tariffs in India would have an adverse effect on the Company’s margins. Overcapacity Risks: The global petrochemicals industry is highly cyclical and volatile due to the nature of the supply- demand balance. The industry historically has experienced alternating periods of inadequate capacity and tight supply, causing prices and profit margins to increase, followed by periods when substantial capacity is added, resulting in oversupply, declining capacity utilization rates and declining prices and profit margins. Currently, there is overcapacity in the global petrochemicals industry, both in polymer and polyester chain as a number of the global peers in various segments have added large capacities. There can be no assurance that future growth in product demand will be sufficient to utilize current or additional capacity. The global economic and political environment continues to be uncertain, contributing to low industry operating rates, adding to the volatility of raw material and energy costs, and forestalling the industry’s recovery from difficult conditions, all of which may place pressure on the Company’s results of operations. As a result of excess industry capacity and weak demand for products, as well as rising energy costs and raw material prices, the Company’s operating income may decline or be volatile. Geopolitical Risks and Volatility Risks: The Company’s operations largely depend on the supply of crude oil, the price of which has been, and is expected to continue to be, volatile. The Company acquires substantial portions of its requirements of crude oil from foreign sources through a combination of term purchase contracts and spot market purchases. In recent years, the Company has sourced a substantial part of its crude oil requirement from the Middle East and Latin American region. Events such as hostilities, strikes, natural



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disasters, protests and political developments in crude oil-producing regions (particularly in or affecting the Middle East, Latin American regions), domestic and foreign government regulations including economic sanctions and other events could interrupt the supply of crude oil. These events or other events may adversely affect prices of crude oil generally or the price at which the Company is able to obtain a supply of crude oil, which may, under some circumstances, adversely affect the Company’s gross refining margin. In addition, the Company’s performance in the Refining business is primarily affected by the relationship, or margin, between refined petroleum product prices and the prices for crude oil and other feedstock. The cost of purchasing the required quantities of crude oil and other feedstock and the price at which the Company can ultimately sell refined petroleum products depend upon a variety of factors beyond its control. Future volatility may result in the margin between refined petroleum product prices and feedstock prices decreasing below the amount needed for the Company to generate positive net cash flow from operations. As crude oil prices provide a benchmark for petroleum and petrochemical feedstock prices, changes in crude oil prices are likely to also have an impact on petroleum and petrochemical prices. Exploration Risks: Finding oil and gas is an uncertainty in any exploration venture. Generally, only a few of the properties that are explored are ultimately developed into hydrocarbon producing fields. In addition, the business of hydrocarbon exploration involves a high degree of risk including encountering unusual or unexpected geological formations or hydrodynamic conditions or pressures and change in seismic interpretation or characterization, environmental hazards, industrial accidents, occupational and health hazards, mechanical and technical failures, explosions and pollution, among many other risks and hazards. These risks and hazards could also result in damage to, or in the destruction of, production facilities, personal injury, environmental damage, business interruption, monetary losses, and possible legal liability as well as delays in other construction, fabrication, installation or commissioning activities. As at March 31, 2018, a major part of the Company’s estimates of the Proved Reserves in the Company’s oil and gas interests were in the KG-D6 block and the balance related to the Panna-Mukta and CBM blocks. These proved reserves have declined and will decline further as crude oil and natural gas are extracted. Likewise, proved reserves in other fields in which the Company has an interest will also decline as its extraction activities deplete existing reserves, and as reserves are depleted, the volume of production in the depleted fields generally declines as well. If the Company is unsuccessful at finding or acquiring and developing additional assets holding proved reserves, it may not meet its production targets. Financing Risks: The Company requires significant capital expenditure in order to implement its strategy. The Company must continue to invest capital to maintain the amounts of oil and gas that it produces and processes and to maintain or increase its levels of oil and gas reserves. The Company’s capital expenditure plans and requirements are subject to a number of risks, contingencies and other factors, some of which are beyond its control. In addition, the Company cannot assure investors that it will be able to generate sufficient cash flow or that it will have access to sufficient external financing to support its current and planned business operations, including its existing and future working capital requirements. Operational Risks: Exploration and production of oil and natural gas is hazardous, and man-made and natural disasters, operator error or other accidents can result in oil spills, blow-outs, fires, equipment failure and loss of well control, which can result in the suspension of drilling operations, injure or kill people, damage or destroy wells and production facilities and damage property and the environment. Offshore operations are subject to adverse weather conditions and vessel collisions, as well as interruptions or termination by governmental authorities based on environmental and other governmental considerations. Prior incidents have resulted or may, in the future, result in changes to environmental and other laws and regulations, which



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could result in operational delays and have the effect of increasing the cost of, and reducing available opportunities for, offshore exploration and production. Operational and other failures can also have a significant effect on the Company’s reputation. In addition, the Company’s operations are subject to certain risks generally associated with oil and gas, petroleum refining and petrochemicals operations and the related receipt, distribution, storage and transportation of feedstocks, products and wastes. These risks are particularly significant for the Company, as most of the Company’s operations are integrated and interdependent. These risks include certain production, equipment and transportation risks. The occurrence of any of these events or other accidents could result in personal injuries, loss of life, environmental damage with the resulting containment, clean up and repair expenses, equipment damage and damage to the Company’s facilities and the imposition of civil and criminal liabilities. A shutdown of the affected facilities could disrupt the Company’s production and significantly increase its production costs. This risk is particularly significant for the Company due to the importance of the operations that are conducted at a single location in Jamnagar and its reliance on a single pipeline to transport KG-D6 gas and CBM gas. The occurrence of such events or accidents may also have reputational consequences and affect the Company’s ability to conduct its business in the affected areas in the future. While the Company maintains insurance coverage for a significant range of onshore and offshore risks the insurance policies may not cover all liabilities and insurance may not be available for all risks or on commercially reasonable terms. There can be no assurance that accidents or acts of terror will not occur in the future, that insurance will adequately cover the entire scope or extent of the Company’s losses or that it may not be found directly liable in connection with claims arising from these and other events. In addition, the Company’s policy of covering third-party risks through contractual limitations of liability, indemnities and insurance may not always be effective. Competition Risks: The oil and natural gas industry in India is highly competitive. The Company competes principally with leading GoI-controlled companies engaged in oil and natural gas exploration and production, as well as private sector Indian companies and international oil and gas companies. Some of the competitors are well capitalized and have GoI shareholding and therefore they may be able to compete more effectively than the Company. In addition, the continued deregulation and liberalization of industries in India, combined with reductions in customs duties and import tariffs, could lead to increased competition from international companies in the Company’s domestic market, which may have a material adverse effect on the Company’s business, financial condition and results of operations. The Company also faces significant competition in the development of innovative products and solutions, including the development of new technologies for its core upstream and downstream businesses. In addition, other competitive sources of energy are expected to become available in the future. Accordingly, the Company expects competition in the oil and gas and refining industries to increase in the future. The Petro Retail business in India is dominated by the three Public Sector Units (PSUs) with limited private sector presence. PSUs are price-makers in the Indian market and private sector players must match the PSUs’ pricing to remain competitive. PSU retailers might attempt to price out the private players in the market through extended discounts in particular in key rural markets which may result in RIL losing market share. Further, in view of rising crude oil prices, the Government attempt to artificially calibrate retail petro product prices, which may result in losses to the private sector players including RIL. Regulatory Risks: The Company’s operations entail environmental risks. The Company is subject to extensive regulations including regulations relating to worker health and safety and environmental laws and regulations concerning land use, air emissions, discharge of hazardous materials into the environment, waste materials and abandonment of installations



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or otherwise relating to the protection of the environment in connection with its operations. Numerous government agencies and departments issue rules, ordinances and regulations, which are often difficult and costly to comply with and which carry substantial penalties for non-compliance. In the ordinary course of business, the Company is subject to environmental inspections and monitoring by government enforcement authorities. The Company may incur substantial costs, including fines, damages and criminal or civil sanctions, or experience interruptions or suspensions in the Company’s operations for actual or alleged violations arising under applicable environmental and other laws and regulations. The Company’s operations involve the generation, use, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials. From time to time, these operations may result in violations under environmental laws and regulations, including spills or other releases of hazardous substances into the environment. In the event of such an incident, the Company could incur material costs as a result of addressing the impact thereof and implementing measures to prevent such incidents. In addition, the Company’s production facilities and operations require numerous governmental permits and approvals that are subject to renewal, modification and, in some circumstances, revocation. Violations of, or the inability to obtain, such permits or approvals can also result in restrictions to, or prohibitions on, refinery, plant or other operations, substantial fines and civil or criminal sanctions. Further, the adoption of new safety, health and environmental laws and regulations, new interpretations of existing laws, increased governmental enforcement of environmental laws or other developments in the future may require that the Company make additional capital expenditures or incur additional operating expenses in order to maintain the Company’s current or future operations or take other actions that could have a material adverse effect on its financial condition, results of operations and cash flow. The measures the Company implements to comply with these new laws and regulations may not be deemed sufficient by governmental authorities, and compliance costs may significantly exceed the Company’s current estimates. The upstream segment of the Indian oil and gas industry is highly regulated and requires the Company to obtain several consents and approvals from the GoI at various stages of exploration, development and production under the NELP PSC. The PSCs require the Company to obtain authorizations and approvals from the GoI, the operating committee (represented by constituents of the contractor under the PSCs) and the management committee (represented by the contractor parties and the GoI). Any delays in critical approvals by the GoI will limit the Company’s ability to take certain actions under those contracts or may cause a delay in taking such actions. In addition, the Company’s profitability is significantly affected by the differential between import tariffs currently imposed by the GoI on crude oil and tariffs currently imposed on products that the Company produces and sells in India. Increases in import tariffs on crude oil or decreases in import tariffs on products the Company sells in India could have a material adverse effect on the Company’s business, financial condition and results of operations. The Company’s profitability is also significantly dependent on the policies of the central and state governments in India relating to various direct and indirect taxes, and fiscal or other incentives. These incentives include those related to the SEZ, where the Jamnagar Refinery II and the SEZ Polypropylene Facility are located. Regulatory Risks arising from Operational Failures: Operational failures of companies operating in oil and gas exploration, development and production, together with associated reputational consequences, may lead to increasingly stringent environmental, health, safety and other regulations and permitting requirements. Changes in regulations and



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environmental, health and safety laws and regulations, or their interpretation, may require the Company or its subsidiaries to incur significant unforeseen expenditures to comply with such requirements, add significantly to operating costs, or significantly limit or delay drilling activity, such as the changes that followed the Deepwater Horizon oil spill in the Gulf of Mexico in 2010. Given the possibility of unanticipated regulatory or other developments, including more stringent environmental, health and safety laws and regulations, the amount and timing of future environmental, health and safety compliance expenditures could vary substantially from their current levels. The Company cannot predict what additional environmental, health and safety laws or regulations will be enacted in the future or the potential effects on its financial position and results of operations, and potentially significant expenditures could be necessary in order to comply with future environmental, health and safety laws and regulations. Also, such capital expenditures and operating expenses relating to environmental, health and safety matters will be subject to evolving regulatory requirements and will depend on the timing of the promulgation and enforcement of specific standards which impose requirements on the Company’s operations. Natural Gas Pricing Risk: The Company has made significant investments in gas exploration and production over the last few years, and gas remains an important element of its growth strategy; however, the price of gas is a material factor in assessing the commercial value of planned exploration and development. Further, the Company has started investing in already discovered deep water gas fields in KG D6 Block off the eastern coast of India. Under the NELP PSC and CBM Contract, the Company is required to sell all gas produced at arm’s-length prices for the benefit of the parties to the contract. The formula or basis on which prices are determined needs to be approved by the GoI prior to the sale of gas. In 2008, GoI adopted Gas Utilization Policy (GUP) which requires contractors to sell gas produced from the NELP blocks to consumers who are engaged in industry sectors prioritized by the GoI for the supply of gas. Since 2009, the GoI has intervened in the price of gas from time to time and those interventions and any future interventions may negatively affect the Company’s ability to realize the market price of gas in its business. Natural Gas Demand Risks: Over the past few years, demand for energy has risen in India along with India’s economic growth. Coal has been the dominant fuel in the Indian energy sector, representing ~56% of the total primary energy consumption in 2017. Oil’s share of the energy mix has remained relatively stable, representing 30% of the total primary energy consumption in 2017. However, gas’s share has remained stagnant at ~6% in 2017 primarily on account of lower availability of gas, indicating large pent up demand for gas subject to availability and competitiveness. (Data Source: BP Statistical Reviews-2018). The rate of growth of India’s economy and of the demand for energy in India may not be as high as the Company anticipates and may not be sustainable in the long term. In addition, the Company’s expansion of natural gas production in India may remain constrained due to delays in development and implementation of natural gas transmission infrastructure and an underdeveloped natural gas market. Development of the natural gas market depends on the establishment of long-term natural gas supply contracts with natural gas consumers, the construction of transmission and supply pipelines and other infrastructure, and growth in demand from large end users. In the event that there is no significant price differential between natural gas and alternate fuels, new major industrial customers may choose to consume alternative fuels. Infrastructure Risk: The Company is currently dependent on certain service providers for each of the specialized services such as power, port and marine infrastructure (including the provision of single point mooring for movement of crude oil and refined products between



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storage tanks and transportation vessels) as well as transportation and logistics infrastructure required for its refinery and petrochemical plants. The Company’s ability to continue to use the port and related facilities at Jamnagar, through which the Company receives crude oil and evacuates petroleum and petrochemical products, is critical to the Company’s business. The Company is also dependent on the pipelines from Vadinar to Kandla, and from Kandla to North West India, as well as rail and road links for the transportation of the Company’s liquid products. Any damage to or blockage at these facilities could interrupt the supply of crude oil and the evacuation of the Company’s petroleum products. The Company’s ability to exploit, in a cost-effective manner, any reserves discovered will depend upon, among other things, the availability of necessary infrastructure to transport oil and gas to potential buyers at commercially acceptable prices. Oil is usually transported by pipelines to refineries, and gas is usually transported by pipelines to end users and gas distribution companies. Although sufficient spare pipeline capacity exists in the country for transportation of gas, there can be no assurance that the Company will be successful in its efforts to arrange suitable infrastructure for cost-effective transportation of its gas and oil production. Specific GoI Litigation and Arbitral and Other Claims Risks: Audit by Comptroller and Auditor General of India In 2010, the Comptroller and Auditor General of India (“CAG”), at the request of the Government, conducted a special audit for the block KG-D6 for the fiscal years 2007 and 2008. In June and July 2011, the Director General of Hydrocarbons shared with the Company the audit observations made by CAG in their draft audit report. The Company made detailed responses to all the observations. The CAG tabled its final report before the Parliament on September 8, 2011. The final report submitted by the CAG contains findings that suggest that the terms of PSC were contravened by the Government and the partners to the PSCs. Following the final report of the CAG, the Government issued Audit Exceptions in November 2011 under the provisions of the PSC, which the Company responded to in March 2012. The final report of this audit was tabled before the Parliament on November 28, 2014. Another CAG audit has been conducted by the CAG for FY2013 and FY2014 for the KG-D6 Block. The Report (Chapter XIV) containing CAG observations for the KG-D6 Block was tabled before both Houses of the Parliament on April 28, 2016. Further steps, if any, taken on the basis of findings in the CAG’s existing and future audit reports could impact the Company’s business, results of operations, cash flows and financial condition. Cost Recovery Arbitration

The Government has sent notices to the contractor (consisting of the Company, BP and Niko (NECO) Ltd.) under the KG–D6 PSC disallowing cost recovery to the contractor under the KG-D6 PSC for alleged under-utilization of capacity due to a failure to comply with the approved development plan and has demanded an additional share of petroleum profit. The Company contends that there are no provisions in the PSC for block KG–D6 that entitle the Government to disallow cost recovery on this basis.

On November 23, 2011, the Company served an arbitration notice on the Government seeking to resolve a dispute relating to the cost recovery provisions of the PSC with respect to the KG-D6 block. Both the Company and the Government have appointed arbitrators and filed their pleadings. On September 23, 2014, the Supreme Court nominated the Honorable Michael Kirby AC CMG as the presiding third arbitrator. A hearing on the merits by the Arbitration Tribunal is tentatively scheduled for the first half of 2020.



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Arbitration relating to Panna-Mukta and Tapti Blocks

In December 2010, the Company and BG Exploration and Production India Limited (together, the “Claimants”) referred a number of disputes, differences and claims arising under two PSCs entered into in 1994 among the Claimants, Oil & Natural Gas Corporation Limited (“ONGC”) and the Government to arbitration. The disputes relate to, among other things, the limits of cost recovery, profit sharing and audit and accounting provisions of the PSCs. The Arbitration Tribunal has issued a number of awards, including the Final Partial Award dated October 12, 2016 (“Partial Award”).

Following the Partial Award, the Government has notified the Company, as a party to the Panna Mukta and Tapti PSCs of the Government’s computation of US$1.16 billion as the Company’s purported share of the Government’s petroleum profit and royalties alleged to be payable by the contractor pursuant to the Government’s interpretation of the Partial Award.

The Company has contended that the Government’s demand notice is premature. The quantification of liabilities (if any) of the parties arising out of the Partial Award is required to be determined by the Arbitration Tribunal in a further quantification stage of the arbitration. The Arbitration Tribunal is yet to schedule the timeline for the quantification phase, which will follow the determination of certain outstanding claims.

The Company challenged the Partial Award before the English commercial court which succeeded (in part) following a judgment of Mr Justice Popplewell on 16 April 2018. The Arbitration Tribunal was required to reconsider the remitted issues and publish a fresh award by 2 October 2018, which it has done in terms which are favourable to the Claimants. The Government has filed an appeal before the English commercial court against this Final Partial Award. The Claimants have also filed an appeal against the Final Partial Award on the limited aspect of the Final Partial Award which was not in favour of the Claimants.

The Government has filed an enforcement petition under Sections 47 and 49 of the Arbitration and Conciliation Act, 1996 (read with the Amendment Act, 2015) and Section 151 of the CPC, 1908 seeking enforcement and execution of the Partial Award.

Public Interest Litigations

Three public interest litigations were filed before the Supreme Court of India in FY2013 and FY2014 against the Company in relation to the PSC for the KG-D6 Block seeking substantially similar reliefs in the nature of: (i) disallowance of cost recovery; (ii) quashing the Government’s decision to approve the certain gas price formula; and (iii) termination of the PSC for the KG-D6 Block on the basis that the Company had not achieved the committed production. Point (ii) in the public interest litigation no longer survives in view of the revised pricing guidelines issued by the Government on November 1, 2014. Petitioners have also requested the Supreme Court to stay the Cost Recovery Arbitration, discussed above. The Company has submitted that the underlying issues which have been flagged by the Petitioners were already the subject matter of the ongoing arbitrations and as per the PSC such disputes are required to be resolved by the Arbitration Tribunal.

One of the Petitioners also filed an Application in January 2017 to amend the petition and urge additional grounds, mainly challenging the new policies of the Government including the New Domestic Natural Gas Pricing Guidelines 2014; Marketing including Pricing Freedom for the Gas to be produced from Discoveries in Deepwater, Ultra Deepwater and High Pressure – High Temperature areas 2016 et al., which is yet to be taken up by the Honorable Supreme Court. All the three public interest litigations are pending before the Honorable Supreme Court.



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Arbitration Relating to Alleged Migration of Gas

The Government sent a notice to the KG-D6 contractor on November 3, 2016 asking the KG-D6 contractor to deposit approximately US$1.55 billion on account of gas produced from Block KG-D6 which is alleged to have migrated from ONGC’s adjoining blocks. The Government contends that the KG-D6 contractor is entitled to produce only gas situated within the KG-D6 contract area as at the date of the signing of the KG-D6 PSC.

The Company disputed this contention and, for and on behalf of the KG-D6 contractor parties, initiated arbitration under the terms of the relevant PSC and the Arbitration Tribunal has vide its award dated July 24, 2018 (“Final Award”) held in favor of the KG-D6 contractor parties. The Arbitration Tribunal has upheld the Company’s contention that all petroleum operations have been conducted in accordance with the relevant PSC and applicable laws and the KG-D6 contactor is entitled to retain all benefits from and recover costs for its petroleum operations. The Tribunal has also held that there has been no unjust enrichment derived by the contractor parties. The Government has filed an appeal against the Final Award in the Delhi High Court on November 15, 2018 for setting aside the Final Award. Matter listed for directions on March 15, 2019.

Writ Petition filed by the Company for quashing of the first information report (“FIR”) lodged by the Anti-Corruption Bureau, Delhi (“ACB”)

In 2014, four individuals filed a complaint to the then Chief Minister of the Government of National Capital Territory of Delhi alleging collusion between the then Ministers of the Central Government and the Company in relation to increasing the price of gas produced by the Company from the KG-D6 Block. The then Chief Minister of Delhi had ordered the ACB to register the FIR and investigate the matter.

The Company has filed a Writ Petition before the Honorable Delhi High Court questioning the jurisdiction of the ACB in registering the FIR against the Company. The Company has contended that ACB lacks jurisdiction to file the FIR. The matter is currently pending before the Honorable Delhi High Court and is scheduled to be heard on April 09, 2019.

In the SLP filed by Delhi Government before the Supreme Court against Delhi High Court’s Division Bench’s order pertaining to NCT’s powers, Supreme Court has inter alia decided that ACB of Delhi Government does not have jurisdiction over Central Government employees.

Criminal Proceeding

In 2002, the Central Bureau of Investigation filed a criminal complaint under the Official Secrets Act, 1930 and the Indian Penal Code, 1860 against the Company and certain officials of the Company for allegedly entering into a conspiracy and receiving certain documents alleged to be classified and/or secret. The complaint is pending, recording of evidence is going on and next date fixed for recording of further evidence is 06.04.2019.

Suit filed by NTPC Limited

In December 2005, NTPC Limited (“NTPC”) filed a suit against the Company before the Honorable Bombay High Court seeking a declaration that there exists a valid, concluded and binding contract between NTPC and the Company under which the Company is obliged to supply NTPC with 132 trillion Btu of gas annually for a period of 17 years. The Company’s contention has been that the draft gas sales and purchase agreement that was being negotiated between the parties contained several provisions that were never finalized; therefore the gas sales and purchase agreement never came into existence. The matter is currently pending before the Honorable Bombay High Court.



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NTPC’s SLP challenging Bombay High Court order allowing certain documents to be taken off record as part of RIL’s witness evidence, was listed on 28 February 2019 in Supreme Court. Court has partly set aside Bombay High Court’s impugned order and held that documents which have already been disallowed cannot be brought on record indirectly through witness statement, The court also directed the Bombay High Court to endeavour to decide the matter in 9 months. LCIA Arbitration filed by Niko (NECO) Limited (“Niko”) RIL and BP had issued a Notice of Withdrawal to Niko from the KG D6 PSC pursuant to Niko’s failure to honor cash calls for Petroleum Operations. Thereafter, Niko has initiated arbitration proceedings against RIL and BP by filing a Notice of Dispute with the London Court of International Arbitration (LCIA) on 19 December 2018, which is the dispute resolution body under the Joint Operating Agreement for Block KG D6. Both Parties have appointed their nominated arbitrators. Nominated arbitrators are yet to decide on the Chairman of the Arbitral Tribunal. General Risks Relating to the Company and its Businesses, Financial Condition and Results of Operations Investment Risks: The Company from time to time seeks to diversify its operations through new growth initiatives, organic growth opportunities as well as acquisitions, both in India and overseas. New ventures may require significant investments by the Company, including by way of debt and equity contributions to subsidiaries or joint venture companies. Such subsidiaries or joint venture companies may also incur significant debt that could affect the Company’s total consolidated indebtedness. There can be no assurances as to the timing and amount of any returns that the Company may receive on its investments in any new sectors in which the Company enters or attempts to enter. The Company has made and may continue to make certain capital investments, loans, advances and other commitments to support certain of its subsidiaries and joint ventures. These investments and commitments have included capital contributions to enhance the financial condition or liquidity position of the subsidiaries of the Company and joint ventures. If the business and operations of these subsidiaries or joint ventures deteriorate, the Company may be required to write down or write off investments or make further capital injections. Additionally, certain loans or advances may not be repaid or may need to be restructured, or the Company may be required to outlay capital under the Company’s commitments to support such companies. Interest Rate Risks: The Company borrows funds in the domestic and international markets from various banks and financial institutions to meet the long-term and short-term funding requirements for its operations and funding its growth initiatives. A majority of the Company’s borrowings are floating rate debt and hence are exposed to interest rate risk on such floating rate debt. Upward fluctuations in interest rates may increase the cost of any floating rate debt that the Company incurs. In addition, the interest rate that the Company will be able to secure in any future debt financing will depend on market conditions at the time, and may differ from the rates on its existing debt. If the interest rates are high when the Company needs to access the markets for additional debt financing, the Company’s results of operations, planned capital expenditures and cash flows may be adversely affected. Leverage Risks: The Company has incurred significant indebtedness in connection with the Company’s operations and has indebtedness that is substantial in relation to the Company’s shareholders’ equity. As of March 31, 2018, the Company’s long-term indebtedness was approximately Rs. 816 billion (March 31, 2017: Rs. 787 billion). Furthermore, the Company



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may incur additional indebtedness in the future, including indebtedness incurred to fund capital contributions to its subsidiaries, subject to limitations imposed by the Company’s financing arrangements and applicable law. Although the Company believes that its current levels of cash flows from operations and working capital borrowings are sufficient to service existing debt, the Company may not be able to generate sufficient cash flow from operations in the future and future working capital borrowings may not be available in an amount sufficient to enable the Company to do so. In addition, certain of the Company’s loan agreements contain covenants including to maintain certain financial ratios. If the Company is in breach of any financial or other covenants contained in any of its financing agreements, it may be required to immediately repay its borrowings either in whole or in part, together with any related costs. The Company may be forced to sell some or all of the assets in its portfolio if it does not have sufficient cash or credit facilities to make repayments. Furthermore, the Company’s financing arrangements may contain cross-default provisions, which could automatically trigger defaults under other financing arrangements, in turn magnifying the effect of an individual default. The Company’s failure to comply with any of the covenants contained in the Company’s financing arrangements could result in a default thereunder, which would permit the acceleration of the maturity of the indebtedness under such agreements and there can be no assurance the Company would be able to refinance in a timely fashion or on acceptable terms, any such defaulted or accelerated debt. Internal Controls over Financial Reporting Risks: The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting for external purposes, including with respect to record keeping and transaction authorization. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of the Company’s financial statements would be prevented or detected. Any failure to maintain an effective system of internal control over financial reporting could limit the Company’s ability to report its financial results accurately and in a timely manner, or to detect and prevent fraud. M & A Integration Risks: The Company has made acquisitions of assets in recent years and continues to evaluate merger and acquisition opportunities as part of its growth strategy and may commit itself to mergers or acquisitions in the future if suitable opportunities arise. These may require significant investments, which may not result in favourable returns. Acquisitions involve additional risks, including unforeseen contingent risks or latent liabilities relating to these businesses; integration and management of the operations and systems; retention of select personnel; co-ordination of sales and marketing efforts; and diversion of management’s attention from other ongoing business concerns. If the Company is unable to integrate the operations of an acquired business successfully or manage such future acquisitions profitably, its growth plans may not be met and the Company’s cash generation and profitability may decline. Litigation Risks: The Company may be exposed to the risk of litigation and legal action brought by various government authorities and private parties because of its actions, inactions, products, services or other events. From time to time, the Company may be involved in various disputes and proceedings which may have an adverse impact on its operational and financial performance as well as result in financial liabilities. Personnel Risks: The Company’s ability to operate its business and implement its strategies depends, in part, on the continued contributions of the Company’s executive officers and other key employees. The loss of any of the Company’s key senior executives could have an adverse effect on the Company’s business unless and until a replacement is found. A limited



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number of persons exist with the requisite experience and skills to serve in the Company’s senior management positions. The Company may not be able to locate or employ qualified executives on acceptable terms. In addition, the Company believes that its future success will depend on its continued ability to attract and retain highly skilled personnel with experience in the key business areas of the Company. The competition for these persons is intense, and the Company may not be able to successfully recruit, train or retain qualified managerial personnel. Exchange Rate Risks: Most of the Company’s revenue and costs are either linked to or denominated in US Dollars. The Company maintains its accounts and reports its financial results in rupees. Further, the Company makes substantial purchases of services and equipment in foreign currencies, and the prices of oil and gas are linked to the international prices of such products, which are traditionally denominated in US Dollars. As such, the Company is exposed to risks relating to exchange rate fluctuations, particularly US Dollars. The Company uses various derivative instruments to manage the risks arising from fluctuations in exchange rates and interest rates. Natural Disaster Risk: The State of Gujarat in India, where the Company’s refinery and petrochemicals complex is located, has experienced severe earthquakes and cyclones in the past. The State of Andhra Pradesh, where the Company’s onshore gas processing and terminal facility is located, and the east coast of India, where the Company’s offshore oil and gas production are located, have experienced severe cyclones, tsunamis and extreme weather conditions in the past. The Company’s operations depend upon its ability to protect its principal production facilities against damage from fire, earthquakes, floods, storms, power loss and similar events and to construct facilities that are not vulnerable to the effects of such events. The occurrence of a natural disaster or other unanticipated problems at its facilities or work sites could cause interruptions in the normal operation of its principal production facilities. Terrorism and Civil Disturbance Risks: India has, from time to time, experienced social and civil unrest within the country and hostilities with neighbouring countries. These hostilities and tensions could lead to political or economic instability in India and a possible adverse effect on the Company’s business and future financial performance. Terrorist attacks and other acts of violence or war may adversely affect global markets and economic growth. These acts may also result in a loss of business confidence, make travel and other services more difficult and have other adverse consequences. Natural Calamities and Health Epidemics Risks: India has experienced natural calamities, such as earthquakes, floods and drought, in recent years. Natural calamities could have an adverse impact on the Indian economy which, in turn, could adversely affect the Company’s business, and may damage or destroy the Company’s facilities or other assets. Similarly, global or regional climate change or natural calamities in other countries where the Company operates could affect the economies of those countries. Since April 2009, there have been outbreaks of swine flu, caused by the H1N1 virus, in certain regions of the world, including India and several other countries in which the Company operates. Any future outbreak of health epidemics may restrict the level of business activity in affected areas, which may, in turn, adversely affect the Company’s business. Risks Relating to the Company’s Shale Gas Operations in the United States Risks of Limited Experience in Shale Gas Operations: Since 2010, the Company, through its subsidiaries, has been a partner in various joint development programs to develop shale plays in the United States. As a participant in each of its joint developments, the Company relies on the operator of the asset to run the operation and has not built organizational



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capability to become a successful developer itself. The lack of organizational capability to directly develop and operate United States shale plays by exercising its right to become operator in portions of the joint development acreages may have adverse effect on the Company’s business, results of operations and financial condition. Regulatory Risks: The shale gas assets are subject to various legislative and regulatory provisions. Hydraulic fracturing operations, greenhouse gas mitigation, handling of produced water etc are subjected to multiple regulations and new legislation can bring further restrictions on how such operations are conducted. Such regulations may restrict ability to fully extract hydrocarbon from the ground and/or may increase cost of producing, transporting and selling hydrocarbon. Environmental Risks: The operation of wells and other facilities in the United States is subject to stringent and complex foreign, federal, state and local environmental laws and regulations. There is an inherent risk that the Company’s subsidiaries may incur environmental costs and liabilities due to the nature of its business and the substances handled. RHUSA and its subsidiaries my incur significant costs and liabilities in the future resulting from a failure to comply with new or existing environmental laws and regulations or an accidental release of hazardous substances from its leases and operating wells into the environment. An accidental release from a well in which the company or its subsidiaries have an interest could subject it to substantial liabilities arising from environmental clean up and restoration costs, claims made by landowners and other third parties for personal injury and property and natural resource damage and fines or penalties for violations of environmental laws or regulations. Moreover, the possibility exists that stricter laws, regulations or enforcement policies may be enacted or adopted and could significantly increase the Company’s subsidiaries’ compliance costs and the cost of any remediation that may become necessary. The Company’s subsidiaries’ may not be able to recover remediation costs under its insurance policies. Supply and Demand Risks: Production from wells in Shale gas plays are subject to commodity price volatility and demand supply mismatches. Political unrest, supply from new projects, limited takeaway capacity in local markets or lack of local demand in the US markets may lead to lower price realizations. While the Company’s subsidiary continues to take steps to access alternate markets to mitigate this problem, due to the fast pace of growth of the shale gas industry in the United States, it remains susceptible to local supply and demand fluctuations. Capital Risk: RHUSA and its subsidiaries may pursue opportunities for further growth in the shale gas or unconventional energy or any other growth opportunities it identifies. Such acquisition of new assets may be dependent upon RHUSA’s ability to obtain suitable financing. There can be no assurance that such funding will be available and, if such funding is made available, that it will be offered on economic terms. Even if RHUSA succeeds in raising the required resources, such an effort for pursing growth opportunities may materially alter the risk profile of RHUSA and in turn have an adverse effect on its business, cash flows, financial condition and results of operations. Risks Relating to the Company’s subsidiary’s Digital Services Business The Company through its subsidiary RJIL has built a next generation all-IP telecommunications network using latest 4G LTE technology. Demand Risks: The level of customer demand for RJIL’s voice, video and high speed internet services is uncertain, and customer acceptance of RJIL’s services could be impacted by factors such as the range of services offered, availability of affordable compatible devices, service content, footprint and service areas, network quality, customer perceptions, customer



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care levels and rate plans, service-based differences from competition and by the operational performance, quality, reliability and coverage of RJIL’s networks as well as macro-economic factors. Deployment Risks: RJIL is in the process of deploying the necessary infrastructure, technologies and support systems intended to establish a competitive market presence by both supporting new services and features and reducing costs associated with providing these services. RJIL may not successfully complete the development and rollout of new infrastructure, technology and related features or services in a timely manner, or within the budgeted costs, and those services may not be profitable, in which case RJIL may not recover its investment. Further, RJIL’s network may not generate the planned network capacity or throughput, which may have an adverse impact on its ability to service customers. Further, the cost of running the network may turn out to be higher than planned resulting in losses for RJIL. Technology Risks: LTE is an evolving technology. While there are 716 commercially operational LTE networks globally (Source: Global mobile Suppliers Association), there are new elements of the technology that are constantly evolving. RJIL has developed a robust network, however there may be certain technological developments which may require additional investment to roll out the network. RJIL has no previous experience of operating LTE networks and no prior experience offering telecommunication services on the envisaged scale. Complexities associated with deploying new technology, infrastructure and personnel on this scale present substantial risk to RJIL’s businesses. The network, personnel and infrastructure RJIL relies upon to provide LTE services may not perform as expected, and, therefore, RJIL may not be able to deliver the quality or types of services it expects to provide. Any resulting customer dissatisfaction could affect RJIL’s ability to attract and retain subscribers. Other competing technologies may have advantages over RJIL’s current or planned technology, and operators of other networks based on those competing technologies may be able to deploy alternative technologies at a lower cost and more quickly than the cost and speed with which RJIL rolls out its LTE network, which may allow those operators to compete more effectively or may require RJIL to deploy more advanced technologies. Regulatory Risks: The Department of Telecommunications (“DOT”) and the Telecom Regulatory Authority of India (“TRAI”) regulate the telecommunications industry in India. The extensive regulatory structure under which RJIL operates may constrain RJIL’s flexibility to respond to market conditions, technological developments, competition or changes in its cost structure. In addition, RJIL is required to obtain a wide variety of approvals from various regulatory bodies. RJIL cannot guarantee that these approvals will be forthcoming on a timely basis, or at all. The DOT or TRAI may replace or amend laws, regulations or policies, including guidelines for licensing, spectrum allocation, Quality of Service, customer on-boarding framework, data protection, tariffs, interconnect charges and pricing rules among others. TRAI may disallow certain tariff plans of RJIL which may impact RJIL’s ability to achieve its planned revenues. Regulation of the over-the-top applications and net neutrality related regulation may affect RJIL’s business and operations. RJIL may also incur additional expenditure to comply with changes in regulation. DOT may amend the License Fee or the Spectrum Usage Charges payable by RJIL, which may have an adverse financial impact on RJIL. Validity of the right to use spectrum held by RJIL is limited in time and will come up for renewal from time to time. The renewal of RJIL’s licenses is also subject to specified terms and conditions, and RJIL could be charged substantial fees, which could have an adverse effect on RJIL’s business. RJIL may also incur capital expenditure to comply with and benefit from anticipated changes in regulation, which may be delayed, not implemented or implemented on terms unfavourable to RJIL.



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RJIL has acquired right to use spectrum in the spectrum auctions conducted by DOT from time to time as well as through trading of spectrum from other operators. It is possible that future auctions may have simpler rules or the auction determined prices may be significantly below the prices at which RJIL has acquired its spectrum. It is further possible that DOT may impose charges with respect to prior period use of traded spectrum (prior to RJIL’s acquisition of right to use such spectrum) that are not known today. Other telecom companies may therefore be able to acquire spectrum at cheaper prices, thereby reducing their costs and enabling them to compete through tariff reductions. License Risks: RJIL’s licenses reserve broad discretion to the Government of India (“GoI”) to influence the conduct of RJIL’s businesses by giving the GoI the right to modify, at any time, the terms and conditions of RJIL’s licenses, take over RJIL’s networks and to terminate or suspend RJIL’s licenses in the interests of national security or in the event of a national emergency, war or similar situations. Under RJIL’s licenses, the GoI may also impose certain penalties including suspension, revocation or termination of a license in the event of a default by RJIL in complying with the terms and conditions of the license. Financing Risks: While RJIL already has a plan for meeting the financing requirement for the current scope of the project, it will need to raise more financing in case of changes in scope or operational losses. The actual amount and timing of future capital requirements may differ from estimates for reasons such as unforeseen delays or cost overruns in establishing, expanding or upgrading RJIL’s networks, unanticipated expenses and responding to regulatory changes and engineering, low customer uptake, design and technological changes, among other things. To the extent that RJIL’s capital requirements exceed available resources, RJIL will be required to seek additional debt or equity financing, which may not be available on attractive terms or at all. GoI Approvals: The deployment of RJIL’s networks requires various approvals from central, state and local government and regulatory authorities, particularly in relation to establishing cell sites and laying fibre. These approvals include building, construction and environmental approvals, right of way approvals, antenna and mast deployment approvals and other planning permissions. RJIL may experience difficulties in obtaining these approvals. This may force RJIL to seek alternative cell sites or incur considerable effort and expense where a suitable alternative cell site is not available. Further, some of RJIL’s interconnect agreements may be terminated in the event of termination or non-renewal of such licenses and approvals. Further, RJIL is required to comply with various environmental laws and regulations. These laws can impose liability for non-compliance and may in the future give rise to substantial environmental compliance or remediation liabilities and costs. RJIL may also be sued by third parties for damages and costs resulting from health hazards emanating from its properties. Delay or non-receipt of approvals may impact the ability of RJIL to provide desired services. Roll-out obligations: There are roll-out obligations associated with the spectrum acquired by RJIL, including minimum specified quality and coverage. Failure to comply with these obligations could result in consequences as per the terms and conditions of acquisition of respective spectrum as outlined in the Notice Inviting Applications for the respective spectrum auctions. Competition Risks: The markets for broadband internet and mobile services are highly competitive, and RJIL expects the level and intensity of competition to continue to increase from both existing competitors and new market entrants as a result of changes in the regulatory framework, advances in technology, influx of new market entrants and strategic alliances and cooperative relationships among industry participants. Increased competition could result in increased customer churn, reductions of customer acquisition rates for some products and services and significant price competition. The major incumbent operators did



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not provide adequate interconnection capacity to RJIL when it commenced operations, resulting in call failures from RJIL’s network to networks of incumbent operators for several months. Provision of adequate interconnection capacity by incumbent operators is essential for ensuring required quality of services, however we see this as a temporary challenge given that interconnection has to be provided mandatorily and adequately by all operators as per license terms. IT systems, networks and associated infrastructure: We face a variety of hazards that could cause significant interruptions to the delivery of our services. These include component failure, physical attack, theft of fibre or cable and equipment, fire, explosion, flood, power failure, overheating or extreme cold, problems encountered during upgrades and major changes, leakage of customer data, and the failure of key suppliers. A cyber-security incident or logical attack could also trigger service interruption. A breach of our security, or compromise of data or resilience affecting our operations, or those of our customers, could lead to an extended interruption to our services. The impact of such a failure could include immediate financial losses due to fraud and theft, termination of contracts, immediate loss of revenue where orders and invoices cannot be processed, contractual penalties, lost productivity and unplanned costs of restoration and improvement. Additionally, reputational damage may arise, undermining market confidence and jeopardizing future revenues. Ultimately the welfare of individuals might be put at risk where services cannot be provided or personal data is misappropriated. Supplier Risks: We are committed to ensuring that all dealings with suppliers, from selection and consultation through to contracting and payment, are conducted in accordance with our trading and ethical policies. The failure of one of these suppliers to meet its obligations could cause significant harm to our business. We are committed to evaluating and responding to any associated risks where geo-political and market forces could impact our suppliers’ ability to support RJIL. While the size of the impact from a supplier failure can vary, all supplier failures typically result in an increased cost to our business and have the potential to adversely impact customer service and our brand. Litigation Risks: RJIL is exposed to various litigations on matters ranging from tariff plans, interconnect usage charges, construction related activities and other matters. Final pronouncements in some of these matters may have adverse implications for RJIL. These matters may also result in additional legal expenses that RJIL may not have provided for. Perception of EMF Risks: Concerns have been raised regarding the possible health risks linked to exposure to electromagnetic fields (EMF) from telecommunications equipment, with some consumers filing litigations and matters pending in courts. Although the health authorities have until now found no health risks below the limits recommended by the specialist international committees, RJIL cannot predict the conclusions of future scientific research or studies by international organizations and scientific committees or the view taken by courts. In the absence of scientific certainty, governments have introduced strict regulations and health authorities have issued various precautionary measures. Future scientific studies or their various assessments or interpretations could lead to a decrease in the use of mobile telecommunication services, difficulties and additional costs in the rollout of cell phone antennae and wireless networks, as well as an increased number of lawsuits, particularly if a health risk was eventually scientifically established. Internal Controls over Financial Reporting Risks: RJIL’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting for external purposes, including with respect to record keeping and transaction authorization. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of RJIL’s financial



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statements would be prevented or detected. Any failure to maintain an effective system of internal control over financial reporting could limit the Company’s ability to report its financial results accurately and in a timely manner, or to detect and prevent fraud. Personnel Risks: RJIL’s ability to operate its business and implement its strategies depends, in part, on the continued contributions of the Company’s executive officers and other key employees. The loss of any of the Company’s key senior executives could have an adverse effect on RJIL’s business unless and until a replacement is found. A limited number of persons exist with the requisite experience and skills to serve in RJIL’s senior management positions. RJIL may not be able to locate or employ qualified executives on acceptable terms. In addition, RJIL believes that its future success will depend on its continued ability to attract and retain highly skilled personnel with experience in the key business areas of RJIL. The competition for these persons is intense, and RJIL may not be able to successfully recruit, train or retain qualified managerial personnel. Exchange Rate Risks: Part of RJIL’s financial obligations are denominated in foreign currencies. Further, RJIL makes substantial purchases of equipment in foreign currencies. RJIL maintains its accounts and reports its financial results in rupees. As such, RJIL is exposed to risks relating to exchange rate fluctuations. M & A Integration Risks: The Company has made acquisition of full or part stake in certain digital services companies in recent years and continues to evaluate merger and acquisition opportunities as part of its growth strategy and may commit itself to mergers or acquisitions in the future if suitable opportunities arise. These may require significant investments, which may not result in favourable returns. Acquisitions involve additional risks, including unforeseen contingent risks or latent liabilities relating to these businesses; integration and management of the operations and systems; retention of select personnel; co-ordination of sales and marketing efforts; and diversion of management’s attention from other ongoing business concerns. If the Company is unable to integrate the operations of an acquired business successfully or manage such future acquisitions profitably, its growth plans may not be met and the Company’s cash generation and profitability may decline.



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ANNEXURE D

THE NUMBER OF PERSONS TO WHOM ON A PREFERENTIAL BASIS/ PRIVATE PLACEMENT/ RIGHTS ISSUE HAS ALREADY BEEN MADE DURING THE YEAR, IN

TERMS OF THE NUMBER OF SECURITIES AS WELL AS THE PRICE

Sl. No.

Nature of Security Series Number of Allottees

No. of securities issued

Face Value per security

(Rs. in Lakhs)

Issue Price per security (Rs. in Lakhs)

1 Unsecured Redeemable Non-Convertible Debentures

PPD Series G

24* 35,000 10 10


PPD Series H

1 30,000 10 10


PPD Series IA

9 25,000 10

10


PPD Series IB

1 30,000 10 10

*Includes 1 Non-QIB and 23 QIBs



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ANNEXURE E

PRE-ISSUE AND POST-ISSUE SHAREHOLDING PATTERN OF THE COMPANY

Sl. No

Category

Pre-Issue Post-issue

No of shares held

% of shareholding

No of shares held

% of shareholding

A Promoters’ holding

1 Indian

Individual 4 23 45 292 0.67 4 23 45 292 0.67

Bodies corporate 264 29 14 850 41.70 264 29 14 850 41.70

Petroleum Trust (through Trustees for sole beneficiary-M/s Reliance Industrial Investments and Holdings Ltd.)

24 09 42 006 3.80 24 09 42 006 3.80

Sub-total 292 62 02 148 46.17 292 62 02 148 46.17

2 Foreign promoters 0 0.00 0 0.00

Sub-total (A) 292 62 02 148 46.17 292 62 02 148 46.17

B Non-promoters’ holding

1 Institutional Investors 226 29 30 310 35.70 226 29 30 310 35.70

2 Non-institutional investors

Private Corporate bodies *

33 46 23 427 5.28 33 46 23 427 5.28

Directors and relatives **

1 14 17 692 0.18 1 14 17 692 0.18

Indian public 56 76 03 458 8.95 56 76 03 458 8.95

Others (including non-resident Indians) #

23 57 84 817 3.72 23 57 84 817 3.72

Sub-total (B) 341 23 59 704 53.83 341 23 59 704 53.83

GRAND TOTAL (A+B)

633 85 61 852 100.00 633 85 61 852 100.00

*Includes 17,18,82,820 shares held by subsidiary companies

**Excludes Shri Mukesh D Ambani and his relatives as given below, and the same has been included under promoter’s holdings (i) M D Ambani (ii) Nita Ambani (iii) Isha M Ambani (iv) Akash M Ambani (v) Anant M Ambani (vi) K D Ambani

#Includes GDR, OCBs and Foreign Nationals



132

ANNEXURE F

REMUNERATION OF DIRECTORS DURING THE CURRENT YEAR AND THE LAST THREE FINANCIAL YEARS

Remuneration to Executive Directors:

(Rs. in Crore)

Name of Director FY 2018-19* Current Year

FY 2017-18** FY 2016-17**

FY 2015-16

1. Shri Mukesh D. Ambani 15.00 15.00 15.00 15.00

2. Shri Nikhil R. Meswani 22.00 19.99 80.76 14.42

3. Shri Hital R Meswani 22.00 19.99 80.76 14.41

4. Shri P.M.S. Prasad 10.50 8.99 53.72 7.23

5. Shri Pawan Kumar Kapil 3.84 3.47 3.54 3.38

Note: * Estimated amount is based on approval by Human Resources, Nomination and Remuneration (HRNR) Committee. The same is subject to change. ** Excepting for Sh. Mukesh D. Ambani, the remuneration includes value of stock options exercised during the year as per income tax rules. Whereas as per accounting rules, the charge on account of stock options is recognised over vesting period. Remuneration to Non-Executive Directors (in nature of sitting fees and commission):

(Rs. in Crore)

Name of Director FY 2018-19* Current

Year

FY 2017-18

FY 2016-17

FY 2015-16

1. Shri Mansingh L. Bhakta 1.59 1.59 1.44 1.26

2. Dr. Yogendra P. Trivedi 1.83 1.83 1.66 1.47

3. Dr. Dharam Vir Kapur (ceased

to be a Director w.e.f. 21.07.2017)

N.A. 0.54 1.59 1.41

4. Prof. Ashok Misra (ceased to be a

director w.e.f. 17.10.2018)

0.94 1.66 1.49 1.33

5. Prof Dipak C. Jain 1.59 1.59 1.44 1.28

6. Dr. Raghunath A. Mashelkar 1.80 1.80 1.57 1.41

7. Shri Adil Zainulbhai 1.79 1.79 1.61 1.43

8. Smt. Nita M. Ambani (Appointed as

a Director w.e.f. 18.06.2014)

1.56 1.56 1.39 1.26

9. Shri Raminder Singh Gujral

(Appointed as a Director w.e.f.

12.06.2015)

1.72 1.72 1.52 1.08

10. Dr. Shumeet Banerji (Appointed as

a Director w.e.f. 21.07.2017)

1.59 1.13 N.A. N.A.

11. Smt. Arundhati Bhattacharya

(Appointed as a Director w.e.f.

17.10.2018)

0.74 N.A. N.A. N.A.

* Estimated amount of remuneration including sitting fees. The same is subject to change.



133

ANNEXURE G

RELATED PARTY TRANSACTION ENTERED DURING THE LAST THREE FINANCIAL YEARS IMMEDIATELY PRECEDING THE YEAR OF ISSUE OF THIS DISCLOSURE DOCUMENT INCLUDING WITH REGARD TO LOANS MADE OR,

GUARANTEES GIVEN OR SECURITY PROVIDED

(Rs. in Crore)

Particulars Relationship FY

2017-18 FY

2016-17 FY

2015-16

Purchase of Property, Plant and Equipment and Intangible Assets

Recron (Malaysia) Sdn. Bhd. Subsidiary

-

52

106

Reliance Corporate IT Park Limited Subsidiary

1,334

1,753

2,044

Reliance Eminent Trading & Commercial Private Limited Subsidiary

-

96

75

Reliance Petro Marketing Limited Subsidiary

2

6

6

Reliance Retail Limited Subsidiary

30

33

27

Reliance Sibur Elastomers Private Limited Subsidiary

1

-

43

Gujarat Chemical Port Terminal Company Limited Associate

8

4

-

Reliance Industrial Infrastructure Limited Associate

1

-

3

Reliance Utilities and Power Private Limited Associate

110

191

68

Sikka Ports and Terminals Limited ( Formerly Reliance Ports and Terminals Limited)

Associate

7

36

166

Purchase/Subscription of Investments

Reliance Ambit Traders Private Limited Subsidiary

-

4

7

Reliance Eminent Trading and Commercial Private Limited Subsidiary

-

21 -

Reliance Energy Generation and Distribution Limited Subsidiary

-

10,499

3,263

Reliance Ethane Holding Pte. Limited Subsidiary

-

239

399

Reliance Gas Pipelines Limited Subsidiary

-

591

303

Reliance Industrial Investments and Holdings Limited Subsidiary

644

20,497

14,091

Reliance Industries (Middle East) DMCC Subsidiary

-

498

2,217

Reliance Jio Infocomm Limited Subsidiary

31,340

33,660

15,000

Reliance Jio Messaging Services Private Limited Subsidiary

-

23

74

Reliance Progressive Traders Private Limited Subsidiary

-

11

60

Reliance Prolific Commercial Private Limited Subsidiary

-

3

5

Reliance Prolific Traders Private Limited Subsidiary

1,296

58

122


693

133

243

Reliance Strategic Investments Limited Subsidiary

-

160 -

Reliance Universal Traders Private Limited Subsidiary

-

171

24



134


2017-18 FY

2016-17 FY

2015-16

Reliance Ventures Limited Subsidiary

-

524 -

Reliance Retail Ventures Limited Subsidiary

1,000

-

-

Jio Payments Bank Limited Joint Venture

-

92 -

Independent Media Trust Company/ Subsidiary is a beneficiary

-

2,277

Sale / Redemption of Investments

Reliance Energy Generation and Distribution Limited Subsidiary

-

3,263 -


-

404 -


-

368 -


-

19,271 -


-

1,566 -

Reliance Progressive Traders Private Limited Subsidiary

-

71 -


-

1,416 -

Reliance Universal Traders Private Limited Subsidiary

-

103 -

Reliance Global Business B.V. Subsidiary

- -

422

Net Loans and Advances, Deposits Given (Returned)

Dreketi S.A.^ Subsidiary

1

-

-

Reliance Commercial Dealers Limited Subsidiary

64

-

20


2,164 -

2,698

713


-3

3

-


4,092

1,362 -

10,573


5 -

482

482


-34

34

-

Reliance Prolific Traders Private Limited Subsidiary -

1,296

1,296

-


-89 -

1,465

903


1,040

-5 -

142


-10

9

22

Reliance Europe Limited Associate

-

-3

-


-

-

-33

Reliance Energy Generation and Distribution Limited Subsidiary -

-

-3,263

Revenue from Operations

Gapco Kenya Limited* Subsidiary

-

1,522

9,373



135


2017-18 FY

2016-17 FY

2015-16


882

404

468


14

13

13


39

2

1


649

5

3

Reliance Global Energy Services (Singapore) Pte. Ltd. Subsidiary

5,852

2,748

3,915


1,243

828

924


20

528

522


9,978

6,399

2,232


20

13

188


275

229

2

RIL USA, Inc. Subsidiary

1,067

2,276

7,297

East West Pipeline Limited ( Formerly Reliance Gas Transportation Infrastructure Limited)

Associate

35

31

47


2

1 -


1

2 -


200

285

236


Associate

1

15

5

Other Income

Gapco Kenya Limited* Subsidiary

-

2

2

Gapco Tanzania Limited* Subsidiary

-

3

3

Gapco Uganda Limited* Subsidiary

-

1

1

Jio Information Solutions Limited (Formerly Reliance Textiles Limited)

Subsidiary

13

-

-

Recron (Malaysia) Sdn Bhd Subsidiary

7

7

7


1

-

-


257

327

353


1 -

2

Reliance Global Energy Services (Singapore) Pte. Ltd. Subsidiary

7

13

11

Reliance Holding USA, Inc. Subsidiary

191

213

138


902

663

816


-

1 -


27

47

37


3

1 -



136


2017-18 FY

2016-17 FY

2015-16


37

-

-


11

19

6


71

267

287


54

16

54

RIL USA, Inc. Subsidiary

3

6

4


Associate

218

204 -


10

6 -


15

17

13

Reliance Industrial Infrastructure Limited Subsidiary

2

-

-


3

3

3


Associate

1

1

1

Purchases/Materials Consumed

Recron (Malaysia) Sdn Bhd Subsidiary

-

1 -

Reliance Commercial Land & Infrastructure Limited Subsidiary

-

20 -


8,838

3,023

2,200


1,060

-

-


109

90 -


21

13

19


1

4 -


Associate

589

623

611


- -

1

Electric Power, Fuel and Water


4,656

2,484

1,719

Hire Charges


Associate

475

203

214


-

2

117


40

45

34


Associate 334

387

220

Employee Benefits Expense


15

19

8



137


2017-18 FY

2016-17 FY

2015-16


835

253

202

IPCL Employees Provident Fund Trust Other**

110

103

98

Reliance Industries Limited Vadodara Unit Employees Superannuation Fund

Other**

2

2

2

Reliance Employees Provident Fund Bombay Other**

287

222

207

Reliance Industries Ltd Staff Superannuation Scheme Other**

11

10

10

Reliance Industries Ltd Employees Gratuity Fund Other**

16 -

31

RIL Vadodara Unit Employees Gratuity Fund Other**

- -

3

Payment to Key Managerial Personnel / Relative

Shri Mukesh D. Ambani KMP

15

15

15

Shri Nikhil R. Meswani KMP

20

17

14

Shri Hital R. Meswani KMP

20

17

14

Shri PMS Prasad KMP

9

7

7

Shri P. K. Kapil KMP

3

3

3

Shri Alok Agarwal KMP

12

12

12

Shri Srikanth Venkatachari KMP

13

11

11

Shri K. Sethuraman KMP

3

2

2

Smt Nita M. Ambani Relative of KMP

2

1

1

Sales and Distribution Expenses


-

26

178


-

1 -


86

52

33


Associate

2,499

2,567

2,576

Rent


11

14

8

Professional Fees

Indiawin Sports Private Limited Subsidiary

-

26 -


300

1,364

1,244


1

1 -


35

30

33


7

5

6

General Expenses

Indiawin Sports Private Limited Subsidiary

-

7 -



138


2017-18 FY

2016-17 FY

2015-16


659

485

418


74

36

23


14


Associate

12

5

12

Big Tree Entertainment Private Limited Subsidiary

- -

2

Donations

Hirachand Govardhandas Ambani Public Charitable Trust Others

2

2

4

Jamnaben Hirachand Ambani Foundation Others

6

19

15

Reliance Foundation Others

672

561

584

Reliance Foundations Youth Sports Others

38

22 -

Reliance Foundation Institution of Education and Research Others

1

-

-

Finance Costs


- -

10

Loans and Advances as on Balance Sheet

Dreketi S.A.^ Subsidiary

1

-

-


3,299

1,135

3,823


-

3 -


12,703

8,611

7,321


-

35 -


-

1,296 -


1,737

1,826

3,283


1,140

100

153


5 -

482

Reliance Holding USA, Inc. Subsidiary

- -

35


- -

3

Gapco Kenya Limited * Subsidiary

- -

2

Deposits as On Balance Sheet


239

175

175


137

147

138


118

118

118


Associate

353

353

353

Financial Guarantees as on Balance Sheet



139


2017-18 FY

2016-17 FY

2015-16

Reliance Global Energy Services (Singapore) Pte. Limited Subsidiary

184

195

-

Reliance Global Energy Services Limited Subsidiary

5

5

6

Reliance Holding USA Inc. Subsidiary

19,553

19,455

19,877


1,535

1,583

895


26,504

19,719

15,070


847

422

-

RIL USA Inc. Subsidiary

478

336

49


1,522

1,532

1,837

*Note: These companies are not related parties for FY 2017-18 **Note: Also includes Employee Contribution ^Note: The above entities includes related parties where the relationship existed for the part of the year i.e. FY 2017-18 and the amounts reported is for the period during which the related party relationship existed during the period.



140

ANNEXURE H

DETAILS OF EXISTING SHARE CAPITAL OF THE COMPANY

Equity Share Capital (Paid in capital) history as on last quarter end December 31, 2018 Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

3,22,84,76,491 32,28,47,64,910 4,76,37,45,26,999 Opening

Balance

22-Feb-13 1,86,891 10 642 Cash ESOS 3,22,86,63,382 32,28,66,33,820 4,76,49,26,42,111 Allotment

of equity

shares for

cash

pursuant

to

Employee

s' Stock

Option

Scheme -

2006

(ESOS)

3-Apr-13 3,95,430 10 642 Cash ESOS 3,22,90,58,812 32,29,05,88,120 4,76,74,25,53,871

15-Apr-13 2,69,299 10 642 Cash ESOS 3,22,93,28,111 32,29,32,81,110 4,76,91,27,50,839

22-May-13 1,04,962 10 642 Cash ESOS 3,22,94,33,073 32,29,43,30,730 4,76,97,90,86,823

2-Jul-13 1,20,165 10 642 Cash ESOS 3,22,95,53,238 32,29,55,32,380 4,77,05,50,31,103

24-Jul-13 9,88,892 10 642 Cash ESOS 3,23,05,42,130 32,30,54,21,300 4,77,68,00,10,847

22-Aug-13 1,03,471 10 642 Cash ESOS 3,23,06,45,601 32,30,64,56,010 4,77,74,54,04,519

1-Oct-13 30 10 644.50 Cash ESOS 3,23,06,45,631 32,30,64,56,310 4,77,74,54,23,554

1-Oct-13 2,26,715 10 642 Cash ESOS 3,23,08,72,346 32,30,87,23,460 4,77,88,87,07,434

22-Oct-13 1,10,297 10 642 Cash ESOS 3,23,09,82,643 32,30,98,26,430 4,77,95,84,15,138

22-Nov-13 700 10 644.50 Cash ESOS 3,23,09,83,343 32,30,98,33,430 4,77,95,88,59,288

22-Nov-13 2,63,964 10 642 Cash ESOS 3,23,12,47,307 32,31,24,73,070 4,78,12,56,84,536

2-Jan-14 2,60,607 10 642 Cash ESOS 3,23,15,07,914 32,31,50,79,140 4,78,29,03,88,160

22-Jan-14 800 10 644.50 Cash ESOS 3,23,15,08,714 32,31,50,87,140 4,78,29,08,95,760

22-Jan-14 1,58,445 10 642 Cash ESOS 3,23,16,67,159 32,31,66,71,590 4,78,39,10,33,000

22-Feb-14 90 10 644.50 Cash ESOS 3,23,16,67,249 32,31,66,72,490 4,78,39,10,90,105

22-Feb-14 2,34,609 10 642 Cash ESOS 3,23,19,01,858 32,31,90,18,580 4,78,53,93,62,993

1-Apr-14 2,65,466 10 642 Cash ESOS 3,23,21,67,324 32,32,16,73,240 4,78,70,71,37,505

15-Apr-14 140 10 644.50 Cash ESOS 3,23,21,67,464 32,32,16,74,640 4,78,70,72,26,335

15-Apr-14 95,841 10 642 Cash ESOS 3,23,22,63,305 32,32,26,33,050 4,78,76,77,97,847

22-May-14 220 10 644.50 Cash ESOS 3,23,22,63,525 32,32,26,35,250 4,78,76,79,37,437

22-May-14 4,52,067 10 642 Cash ESOS 3,23,27,15,592 32,32,71,55,920 4,79,05,36,43,781

2-Jul-14 116 10 644.50 Cash ESOS 3,23,27,15,708 32,32,71,57,080 4,79,05,37,17,383

2-Jul-14 2400 10 842 Cash ESOS 3,23,27,18,108 32,32,71,81,080 4,79,05,57,14,183

2-Jul-14 9,59,482 10 642 Cash ESOS 3,23,36,77,590 32,33,67,75,900 4,79,66,21,06,807

22-Jul-14 1,434 10 644.50 Cash ESOS 3,23,36,79,024 32,33,67,90,240 4,79,66,30,16,680

22-Jul-14 2,32,778 10 642 Cash ESOS 3,23,39,11,802 32,33,91,18,020 4,79,81,01,32,376

22-Aug-14 130 10 644.50 Cash ESOS 3,23,39,11,932 32,33,91,19,320 4,79,81,02,14,861

22-Aug-14 3,31,059 10 642 Cash ESOS 3,23,42,42,991 32,34,24,29,910 4,80,01,94,44,149

1-Oct-14 1,160 10 644.50 Cash ESOS 3,23,42,44,151 32,34,24,41,510 4,80,02,01,80,169

1-Oct-14 3,59,887 10 642 Cash ESOS 3,23,46,04,038 32,34,60,40,380 4,80,24,76,28,753

22-Oct-14 2,03,704 10 642 Cash ESOS 3,23,48,07,742 32,34,80,77,420 4,80,37,63,69,681

22-Nov-14 600 10 644.50 Cash ESOS 3,23,48,08,342 32,34,80,83,420 4,80,37,67,50,381

22-Nov-14 2,61,599 10 642 Cash ESOS 3,23,50,69,941 32,35,06,99,410 4,80,54,20,80,949

2-Jan-15 2,91,285 10 642 Cash ESOS 3,23,53,61,226 32,35,36,12,260 4,80,72,61,73,069

22-Jan-15 1,58,486 10 642 Cash ESOS 3,23,55,19,712 32,35,51,97,120 4,80,82,63,36,221

23-Feb-15 1,69,053 10 642 Cash ESOS 3,23,56,88,765 32,35,68,87,650 4,80,93,31,77,717

1-Apr-15 2,66,742 10 642 Cash ESOS 3,23,59,55,507 32,35,95,55,070 4,81,10,17,58,661

16-Apr-15 200 10 644.50 Cash ESOS 3,23,59,55,707 32,35,95,57,070 4,81,10,18,85,561

16-Apr-15 1,42,599 10 642 Cash ESOS 3,23,60,98,306 32,36,09,83,060 4,81,19,20,08,129

25-May-15 3,40,942 10 642 Cash ESOS 3,23,64,39,248 32,36,43,92,480 4,81,40,74,83,473

3-Jul-15 300 10 644.50 Cash ESOS 3,23,64,39,548 32,36,43,95,480 4,81,40,76,73,823

3-Jul-15 12,53,677 10 642 Cash ESOS 3,23,76,93,225 32,37,69,32,250 4,82,19,99,97,687

22-Jul-15 4,54,858 10 642 Cash ESOS 3,23,81,48,083 32,38,14,80,830 4,82,48,74,67,943

22-Aug-15 1,200 10 644.50 Cash ESOS 3,23,81,49,283 32,38,14,92,830 4,82,48,82,29,343

22-Aug-15 2,79,317 10 642 Cash ESOS 3,23,84,28,600 32,38,42,86,000 4,82,66,47,57,687

1-Oct-15 4,00,129 10 642 Cash ESOS 3,23,88,28,729 32,38,82,87,290 4,82,91,76,39,215

23-Oct-15 100 10 842 Cash ESOS 3,23,88,28,829 32,38,82,88,290 4,82,91,77,22,415

23-Oct-15 2,30,912 10 642 Cash ESOS 3,23,90,59,741 32,39,05,97,410 4,83,06,36,58,799



141

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

23-Nov-15 900 10 842 Cash ESOS 3,23,90,60,641 32,39,06,06,410 4,83,06,44,07,599

23-Nov-15 1,51,694 10 642 Cash ESOS 3,23,92,12,335 32,39,21,23,350 4,83,16,02,78,207

1-Jan-16 800 10 842 Cash ESOS 3,23,92,13,135 32,39,21,31,350 4,83,16,09,43,807

1-Jan-16 1,89,158 10 642 Cash ESOS 3,23,94,02,293 32,39,40,22,930 4,83,28,04,91,663

22-Jan-16 1,700 10 842 Cash ESOS 3,23,94,03,993 32,39,40,39,930 4,83,28,19,06,063

22-Jan-16 2,39,392 10 642 Cash ESOS 3,23,96,43,385 32,39,64,33,850 4,83,43,32,01,807

22-Feb-16 200 10 644.50 Cash ESOS 3,23,96,43,585 32,39,64,35,850 4,83,43,33,28,707

22-Feb-16 600 10 842 Cash ESOS 3,23,96,44,185 32,39,64,41,850 4,83,43,38,27,907

22-Feb-16 4,70,373 10 642 Cash ESOS 3,24,01,14,558 32,40,11,45,580 4,83,73,11,03,643

15-Mar-16 2,61,763 10 642 Cash ESOS 3,24,03,76,321 32,40,37,63,210 4,83,89,65,37,859

22-Apr-16 100 10 644.50 Cash ESOS 3,24,03,76,421 32,40,37,64,210 4,83,89,66,01,309

22-Apr-16 9,09,814 10 642 Cash ESOS 3,24,12,86,235 32,41,28,62,350 4,84,47,16,03,757

23-May-16 180 10 644.50 Cash ESOS 3,24,12,86,415 32,41,28,64,150 4,84,47,17,17,967

23-May-16 11,59,334 10 642 Cash ESOS 3,24,24,45,749 32,42,44,57,490 4,85,20,44,17,055

1-Jul-16 480 10 644.50 Cash ESOS 3,24,24,46,229 32,42,44,62,290 4,85,20,47,21,615

1-Jul-16 2,66,788 10 642 Cash ESOS 3,24,27,13,017 32,42,71,30,170 4,85,37,33,31,631

22-Jul-16 2,38,491 10 642 Cash ESOS 3,24,29,51,508 32,42,95,15,080 4,85,52,40,57,943

22-Aug-16 680 10 644.50 Cash ESOS 3,24,29,52,188 32,42,95,21,880 4,85,52,44,89,403

22-Aug-16 1,53,697 10 642 Cash ESOS 3,24,31,05,885 32,43,10,58,850 4,85,62,16,25,907

1-Oct-16 200 10 644.50 Cash ESOS 3,24,31,06,085 32,43,10,60,850 4,85,62,17,52,807

1-Oct-16 500 10 842 Cash ESOS 3,24,31,06,585 32,43,10,65,850 4,85,62,21,68,807

1-Oct-16 1,42,026 10 642 Cash ESOS 3,24,32,48,611 32,43,24,86,110 4,85,71,19,29,239

22-Oct-16 440 10 644.50 Cash ESOS 3,24,32,49,051 32,43,24,90,510 4,85,71,22,08,419

22-Oct-16 1,27,118 10 642 Cash ESOS 3,24,33,76,169 32,43,37,61,690 4,85,79,25,46,995

22-Nov-16 150 10 644.50 Cash ESOS 3,24,33,76,319 32,43,37,63,190 4,85,79,26,42,170

22-Nov-16 200 10 842 Cash ESOS 3,24,33,76,519 32,43,37,65,190 4,85,79,28,08,570

22-Nov-16 2,17,191 10 642 Cash ESOS 3,24,35,93,710 32,43,59,37,100 4,85,93,00,73,282

2-Jan-17 200 10 644.50 Cash ESOS 3,24,35,93,910 32,43,59,39,100 4,85,93,02,00,182

2-Jan-17 2,28,891 10 642 Cash ESOS 3,24,38,22,801 32,43,82,28,010 4,86,07,48,59,294

23-Jan-17 640 10 644.50 Cash ESOS 3,24,38,23,441 32,43,82,34,410 4,86,07,52,65,374

23-Jan-17 38,733 10 642 Cash ESOS 3,24,38,62,174 32,43,86,21,740 4,86,09,97,44,630

22-Feb-17 1,20,032 10 642 Cash ESOS 3,24,39,82,206 32,43,98,22,060 4,86,17,56,04,854

22-Mar-17 72,95,894 10 642 Cash ESOS 3,25,12,78,100 32,51,27,81,000 4,90,78,66,09,862

3-Apr-17 55,970 10 642 Cash ESOS 3,25,13,34,070 32,51,33,40,700 4,90,82,19,82,902

24-Apr-17 80 10 644.50 Cash ESOS 3,25,13,34,150 32,51,33,41,500 4,90,82,20,33,662

24-Apr-17 1,01,552 10 642 Cash ESOS 3,25,14,35,702 32,51,43,57,020 4,90,88,62,14,526

22-May-17 1,30,051 10 642 Cash ESOS 3,25,15,65,753 32,51,56,57,530 4,90,96,84,06,758

03-Jul-17 1,71,547 10 642 Cash ESOS 3,25,17,37,300 32,51,73,73,000 4,91,07,68,24,462

24-Jul-17 1,64,074 10 642 Cash ESOS 3,25,19,01,374 32,51,90,13,740 4,91,18,05,19,230

24-Jul-17 980 10 644.50 Cash ESOS 3,25,19,02,354 32,51,90,23,540 4,91,18,11,41,040

01-Sep-17 3,06,775 10 642 Cash ESOS 3,25,22,09,129 32,52,20,91,290 4,91,37,50,22,840

01-Sep-17 7,929 10 837 Cash ESOS 3,25,22,17,058 32,52,21,70,580 4,91,38,16,59,413

13-Sep-17 3,08,03,34

,238

10 0 Bonus

Issue

Bonus

Issue

6,33,25,51,296 63,32,55,12,960 4,61,05,55,58,699 Bonus

Issue

03-Oct-17 2,06,422 10 321 Cash ESOS 6,33,27,57,718 63,32,75,77,180 4,61,11,97,55,941 Allotment

of equity

shares for

cash

pursuant

to

Employee

s' Stock

Option

Scheme -

2006

(ESOS)

03-Oct-17 1000 10 322.25 Cash ESOS 6,33,27,58,718 63,32,75,87,180 4,61,12,00,68,191

03-Oct-17 30,000 10 382.50 Cash ESOS 6,33,27,88,718 63,32,78,87,180 4,61,13,12,43,191

23-Oct-17 2,76,707 10 321 Cash ESOS 6,33,30,65,425 63.33.06.54.250 4,61,21,72,99,068

22-Nov-17 3,81,898 10 321 Cash ESOS 6,33,34,47,323 63,33,44,73,230 4,61,33,60,69,346

22-Nov-17 480 10 322.25 Cash ESOS 6,33,34,47,803 63,33,44,78,030 4,61,33,62,19,226

22-Nov-17 19,716 10 423.50 Cash ESOS 6,33,34,67,519 63,33,46,75,190 4,61,34,43,71,792

22-Nov-17 36,000 10 435.50 Cash ESOS 6,33,35,03,519 63,33,50,35,190 4,61,36,93,49,373

02-Jan-18 4,15,531 10 321 Cash ESOS 6,33,39,19,050 63,33,91,90,500 4,61,49,85,79,514

02-Jan-18 500 10 322.35 Cash ESOS 6,33,39,19,550 63,33,91,95,500 4,61,49,85,79,514

22-Jan-18 2,10,077 10 321 Cash ESOS 6,33,41,29,627 63,34,12,96,270 4,61,56,40,69,586

22-Jan-18 400 10 322.25 Cash ESOS 6,33,41,30,027 6,33,41,30,0270 4,61,56,41,94,486

22-Feb-18 4,93,303 10 321 Cash ESOS 6,33,46,23,330 63,34,62,33,300 4,61,71,76,11,719

22-Feb-18 1,020 10 322.25 Cash ESOS 6,33,46,24,350 63,34,62,43,500 4,61,71,79,30,214

22-Feb-18 11,860 10 423.50 Cash ESOS 6,33,46,36,210 63,34,63,62,100 4,61,72,28,34,324



142

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

22-Feb-18 14,812 10 430 Cash ESOS 6,33,46,51,022 63,34,65,10,220 4,61,73,77,93,526

02-Apr-18 4,29,490 10 321 Cash ESOS 6,33,50,80,512 63,35,08,05,120 4,61,87,13,64,916

02-Apr-18 29,624 10 430 Cash ESOS 6,33,51,10,136 63,35,11,01,360 4,61,88,38,06,996

24-Apr-18 3,62,343 10 321 Cash ESOS 6,33,54,72,479 63,35,47,24,790 4,61,99,64,95,669

24-Apr-18 480 10 322.25 Cash ESOS 6,33,54,72,959 63,35,47,29,590 4,61,99,66,45,549

22-May-18 3,77,861 10 321 Cash ESOS 6,33,58,50,820 63,35,85,08,200 4,62,11,41,60,320

22-May-18 850 10 322.25 Cash ESOS 6,33,58,51,670 63,35,85,16,700 4,62,11,44,25,733

22-May-18 7,484 10 433.68 Cash ESOS 6,33,58,59,154 63,35,85,91,540 4,62,11,76,71,394

22-May-18 19,578 10 470.33 Cash ESOS 6,33.58,78,732 63,35,87,87,320 4,62,12,68,79,514

22-June-18 4,97,962 10 321 Cash ESOS 6,33,63,76,658 63,36,37,66,580 4,62,28,17,34,500

22-June-18 14,812 10 430 Cash ESOS 6,33,63,91,470 63,36,39,14,700 4,62,28,79,55,540

22-June-18 7,484 10 433.68 Cash ESOS 6,33,63,98,954 63,36,39,89,540 4,62,31,11,46,547

02-July-18 1,09,336 10 321 Cash ESOS 6,33,65,08,290 63,36,50,82,900 4,62,34,51,50,043

02-July-18 480 10 322.25 Cash ESOS 6,33,65,08,770 63,36,50,87,700 4,62,34,52,99,923

24- July-18 11,09,165 10 321 Cash ESOS 6,33,76,17,935 63,37,61,79,350 4,62,69,02,50,238

24-July-18 5,440 10 322.25 Cash ESOS 6,33,76,23,375 63,37,62,33,750 4,62,69,19,48,878

8

24-July-18 7,484 10 443.68 Cash ESOS 6,33,76,30,859 63,37,63,08,590 4,62,69,51,94,540

24-July-18 6,526 10 480.33 Cash ESOS 6,33,76,37,385 63,37,63,73,850 4,62,69,82,63,913

24-July-18 12,546 10 548 Cash ESOS 6,33,76,49,841 63,37,64,98,410 4,62,70,49,65,240 23- Aug-18 7,46,390 10 321 Cash ESOS 6,33,83,96,231 63,38,39,62,310 4,62,93,70,92,530

23-Aug-18 1,920 10 322.25 Cash ESOS 6,33,83,98,151 63,38,39,81,510 4,62,93,76,92,050

05-Sept-18 42,190

10 321 Cash ESOS 6,33,84,40,341 63,38,44,03,410 4,62,95,97,95,842

01-Oct-18 34,018 10 321 Cash ESOS 6,33,84,74,359 63,38,47,43,590 4,62,97,03,75,440

462,985,692,1

90

24-Oct-18

49,250 10 321 Cash ESOS 6,33,85,23,609 63,38,52,36,090 4,62,98,56,92,190

22-Nov-18

37,653

10 321 Cash ESOS 6,33,85,61,262 63,38,56,12,620 4,62,99,74,02,273

22- Nov-18 580 10 322.25 Cash ESOS 6,33,85,61,852 63,38,56,18,520 4,63,00,24,77,128 Notes:

(a) The paid-up share capital of the Company as on December 31,, 2018 stood at Rs. 6,338.56 crore divided into 6,33,85,61,852 equity shares of Rs. 10/- each.

(b) The Company has allotted 1,31,971 equity shares of Rs. 10/- each during January 2019 and February 2019 pursuant to Employees Stock Option Scheme 2006. The issued, subscribed and paid-up share capital as on February 28, 2019 stood at Rs. 6338.69 crore.

Preference Share Capital (Paid-up capital) history (last five years) as on last quarter end December 31, 2018

Date of Allotment

Number of Preference Shares

Face Value (Rs.)

Issue Price (Rs.)

Consideration (Cash, other than cash, etc)

Nature of Allotment

Cumulative

Remarks Number of Preference Shares

Preference Share Capital (Rs.)

Preference Share Premium (in Rs.)

None

Share allotment details in the last 1 year

Date of Allotment

Type of Security

No. of Shares Face Value (Rs.)

Issue Price (Rs.)

Consideration (Cash)

Nature of Allotment Remarks

1-Jul-16 Equity Share 480 10 644.50 Cash ESOS Allotment of equity shares for cash

pursuant to Employees' Stock Option Scheme

1-Jul-16 Equity Share 2,66,788 10 642 Cash ESOS


22-Aug-16 Equity Share 680 10 644.50 Cash ESOS

22-Aug-16 Equity Share 1,53,697 10 642 Cash ESOS

1-Oct-16 Equity Share 200 10 644.50 Cash ESOS

1-Oct-16 Equity Share 500 10 842 Cash ESOS

1-Oct-16 Equity Share 1,42,026 10 642 Cash ESOS

22-Oct-16 Equity Share 440 10 644.50 Cash ESOS

22-Oct-16 Equity Share 1,27,118 10 642 Cash ESOS

22-Nov-16 Equity Share 150 10 644.50 Cash ESOS

22-Nov-16 Equity Share 200 10 842 Cash ESOS

22-Nov-16 Equity Share 2,17,191 10 642 Cash ESOS

2-Jan-17 Equity Share 200 10 644.50 Cash ESOS

2-Jan-17 Equity Share 2,28,891 10 642 Cash ESOS



143

Date of Allotment

Type of Security

No. of Shares Face Value (Rs.)

Issue Price (Rs.)

Consideration (Cash)

Nature of Allotment Remarks

23-Jan-17 Equity Share 640 10 644.50 Cash ESOS

23-Jan-17 Equity Share 38,733 10 642 Cash ESOS

22-Feb-17 Equity Share 1,20,032 10 642 Cash ESOS

22-Mar-17 Equity Share 72,95,894 10 642 Cash ESOS

3-Apr-17 Equity Share 55,970 10 642 Cash ESOS

24-Apr-17 Equity Share 80 10 644.50 Cash ESOS

24-Apr-17 Equity Share 1,01,552 10 642 Cash ESOS

22-May-17 Equity Share 1,30,051 10 642 Cash ESOS



24-Jul-17 Equity Share 980 10 644.50 Cash ESOS

01-Sep-17 Equity Share 3,06,775 10 642 Cash ESOS

01-Sep-17 Equity Share 7,929 10 837 Cash ESOS

13-Sep-17 Equity Share 308,03,34,238 10 0 Bonus Issue Bonus Issue Bonus Issue

3-Oct-17 Equity Share 2,06,422 10 321* Cash ESOS Allotment of equity shares for cash

pursuant to Employees' Stock Option Scheme

3-Oct-17 Equity Share 1,000 10 322.25* Cash ESOS

3-Oct-17 Equity Share 30,000 10 382.50* Cash ESOS

23-Oct-17 Equity Share 2,76,707 10 321* Cash ESOS

22-Nov-17 Equity Share 3,81,898 10 321* Cash ESOS

22-Nov-17 Equity Share 480 10 322.25* Cash ESOS

22-Nov-17 Equity Share 19,716 10 423.50* Cash ESOS

22-Nov-17 Equity Share 36,000 10 435.50* Cash ESOS

02-Jan-18 Equity Share 4,15,531 10 321* Cash ESOS

02-Jan-18 Equity Share 500 10 322.35* Cash ESOS

22-Jan-18 Equity Share 2,10,077 10 321* Cash ESOS


22-Feb-18 Equity Share 4,93,303 10 321* Cash ESOS

22-Feb-18 Equity Share 1,020 10 322.25* Cash ESOS

22-Feb-18 Equity Share 11,860 10 423.50* Cash ESOS

22-Feb-18 Equity Share 14,812 10 430* Cash ESOS

02-Apr-18 Equity Share 4,29,490 10 321* Cash ESOS

02-Apr-18 Equity Share 29,624 10 430* Cash ESOS

24-Apr-18 Equity Share 3,62,343 10 321* Cash ESOS

24-Apr-18 Equity Share 480 10 322.25* Cash ESOS

22-May-18 Equity Share 3,77,861 10 321* Cash ESOS

22-May-18 Equity Share 850 10 322.25* Cash ESOS

22-May-18 Equity Share 7,484 10 433.68* Cash ESOS

22-May-18 Equity Share 19,578 10 470.33* Cash ESOS

22-June-18 Equity Share 4,97,962 10 321* Cash ESOS

22-June-18 Equity Share 14,812 10 430* Cash ESOS

22-June-18 Equity Share 7,484 10 433.68* Cash ESOS

24-July-18 Equity Share 11,09,165 10 321* Cash ESOS

24-July-18 Equity Share 1,149 10 322.25* Cash ESOS



23-Aug-18 Equity Share 746,390 10 321* Cash ESOS

23-Aug-18 Equity Share 1,920 10 322.35* Cash ESOS

05-Sep-18 Equity Share 42,190 10 321* Cash ESOS

01-Oct-18 Equity Share 34,018 10 321* Cash ESOS

24-Oct-18 Equity Share 49,250 10 321* Cash ESOS

22-Nov-18 Equity Share 37,653 10 321* Cash ESOS

22-Nov-18 Equity Share 590 10 322.25* Cash ESOS

02-Jan-19 Equity Share 39,543 10 321* Cash ESOS




22-Feb-19 Equity Share 27,810 10 321* Cash ESOS

Note: * Issue Price adjusted to Bonus Issue 2017



144

ANNEXURE I

CHANGE IN ACCOUNTING POLICIES DURING THE LAST THREE YEARS AND EFFECT ON THE PROFITS AND THE RESERVES OF THE COMPANY

The Ministry of Corporate Affairs had notified Companies (Indian Accounting Standards (Ind AS)) Rules 2015, which stipulated the adoption and applicability of Ind AS. As per these rules the Company has prepared its first Ind AS financial statements for the year ended March 31, 2017 with comparative for the year ended March 31, 2016 with effect from April 1, 2015 (i.e. transition date). Upto the year ended March 31, 2016, the Company had prepared its financial statements in accordance with the requirement of Indian Generally Accepted Accounting Principles (GAAP), which includes Standards notified under the Companies (Accounting Standards) Rules, 2006. As a part of this change, the Company has aligned its accounting policies in lines with Ind AS requirements and the impact of such change has been given below:

STANDALONE

Sr. No Nature of Adjustments Net Profit Other Equity

Year

Ended

March

31, 2016

As At

March

31, 2016

As At

April 1,

2015

Net Profit / Other Equity as per Previous Indian GAAP 27,417 2,36,944 2,12,940

1 Change in accounting policy for Oil & Gas Activity - From Full

Cost Method (FCM) to Successful Efforts Method (SEM)

279 -20,217 -20,496

2 Fair valuation as deemed cost for Property, Plant and Equipment 41,292 41,292

3 Fair Valuation for Financial Assets 167 4,110 2,876

4 Deferred Tax -349 -10,588 -10,329

5 Proposed Dividend including tax 3,559

6 Others -130 -783 -424

Total -33 13,814 16,568

Net Profit / Other Equity as per Ind AS 27,384 2,50,758 2,29,508

Change in accounting policy for Oil & Gas Activity – From Full cost method (FCM) to Successful Efforts Method (SEM): Impact – Rs. (20,217) Crore The impact on account of change in accounting policy from FCM to SEM is recognised in the Opening Reserves on the date of transition and consequential impact of depletion and write off’s are recognized in the Statement of Profit and Loss. Major differences impacting such change of accounting policy are in the areas of:

Expenditure on surrendered blocks, unproved wells and abandoned wells, which have

been expensed under SEM.

Depletion on producing property in SEM is calculated using Proved Developed

Reserve, as against Proved Reserve in FCM.



145

Fair valuation as deemed cost for Property, Plant and Equipment and Intangible Assets Under Development: The Company has considered fair value for property, viz land admeasuring over 30,000 acres, situated in India, with impact of Rs. 41,292 crore in accordance with stipulations of Ind AS 101 with the resultant impact being accounted for in the reserves.

Fair valuation for Financial Assets: The Company has valued financial assets (other than Investment in Subsidiaries, Associate and Joint Ventures which are accounted at cost), at fair value. Impact of fair value changes as on the date of transition, is recognised in the opening reserves and changes thereafter are recognised in the Statement of Profit and Loss or Other Comprehensive Income, as the case may be. Deferred Tax: The impact of transition adjustments together with Ind AS mandate using the balance sheet approach (against profit and loss approach in the previous GAAP) for computation of deferred taxes which has resulted in charge to the Reserves, on the date of transition, with consequential impact to the Statement of Profit and Loss for the subsequent periods. Others: Other adjustments primarily comprise of:

(a) Attributing time value of money to Assets Retirement Obligation: Under Ind AS, such

obligation is recognised and measured at present value. Under previous Indian GAAP

it was recorded at cost. The impact for the periods subsequent to the date of transition

is reflected in the Statement of Profit and Loss.

(b) Loan processing fees / transaction cost: Under Ind AS such expenditure are

considered for calculating effective interest rate. The impact for the periods

subsequent to the date of transition is reflected in the Statement of Profit and Loss

CONSOLIDATED

Sr.

No

Nature of Adjustments Net Profit Other Equity

Year Ended

March 31,

2016

As At

March 31,

2016

As At

April 1,

2015

Net Profit / Other Equity as per Previous Indian GAAP 27,630 2,40,703* 2,15,556

1

Change in accounting policy for Oil and Gas Activity -

From Full Cost Method (FCM) to Successful Efforts

Method (SEM)

-1277 -39,682 -37,564

2 Fair valuation as deemed cost for Property, Plant and

Equipment And Intangible Assets under Development 4150 32,074 28,540

3 Fair Valuation for Financial Assets -180 3,780 3,021

4 Deferred Tax -361 -7,582 -7,233



146

Sr.

No

Nature of Adjustments Net Profit Other Equity

Year Ended

March 31,

2016

As At

March 31,

2016

As At

April 1,

2015

5 Proposed Dividend including tax 3,559

6 Others -217 -685 -102

Total 2115 -12,095 -9,779

Net Profit / Other Equity as per Ind AS 29,745 2,28,608 2,05,777

*includes share application money pending allotment.

Change in accounting policy for Oil and Gas Activity – From Full cost method (FCM) to Successful Efforts Method (SEM): The impact on account of change in accounting policy from FCM to SEM is recognised in the Opening Reserves on the date of transition and consequential impact of depletion and write off’s are recognized in the Statement of Profit and Loss. Major differences impacting such change of accounting policy are in the areas of:

Expenditure on surrendered blocks, unproved wells and abandoned wells, which have

been expensed under SEM.

Depletion on producing property in SEM is calculated using Proved Developed

Reserve, as against Proved Reserve in FCM.

Fair valuation as deemed cost for Property, Plant and Equipment and Intangible Assets Under Development: The Company and its subsidiaries have considered fair value for property, viz land admeasuring over 33,000 acres, situated in India, with an impact of Rs. 51,188 crore, telecom assets with an impact of Rs. (11,988) crore, gas producing wells USA Shale region with an impact of Rs. (6,426) crore and petrochemical assets of Recron (Malyasia) Sdn. Bhd. with an impact of Rs. (700) crore as on March 31, 2016, in accordance with stipulations of Ind AS 101 with the resultant impact being accounted for in the reserves. The consequential impact of depletion and reversal of impairment are reflected in the statement of profit and loss. Fair valuation for Financial Assets: The Company has valued financial assets (other than Investment in subsidiaries, associate and joint ventures which are accounted at cost), at fair value. Impact of fair value changes as on the date of transition, is recognised in the opening reserves and changes thereafter are recognised in the Statement of Profit and Loss or Other Comprehensive Income, as the case may be. Deferred Tax: The impact of transition adjustments together with Ind AS mandate using the balance sheet approach (against profit and loss approach in the previous GAAP) for computation of deferred taxes which has resulted in charge to the Reserves, on the date of transition, with consequential impact to the Statement of Profit and Loss for the subsequent periods.



147

Others: Other adjustments primarily comprise of:

(a) Attributing time value of money to Assets Retirement Obligation: Under Ind AS, such

obligation is recognised and measured at present value. Under previous Indian GAAP

it was recorded at cost. The impact for the periods subsequent to the date of transition

is reflected in the Statement of Profit and Loss.

(b) Loan processing fees / transaction cost: Under Ind AS such expenditure are

considered for calculating effective interest rate. The impact for the periods

subsequent to the date of transition is reflected in the Statement of Profit and Loss.



148

ANNEXURE J CONSENT LETTER FROM THE REGISTRAR TO THE ISSUE



149

ANNEXURE K CONSENT LETTER FROM THE DEBENTURE TRUSTEE



150

ANNEXURE L RATING LETTER FROM CRISIL



151

ANNEXURE M RATING LETTER FROM ICRA



152



153

ANNEXURE N RATING LETTER FROM CARE



154



155



156

ANNEXURE O IN-PRINCIPLE APPROVAL FROM BSE



157

ANNEXURE P

IN-PRINCIPLE APPROVAL FROM NSE



158

ANNEXURE Q BOARD AND FINANCE COMMITTEE RESOLUTIONS



159



160



161



162



163

ANNEXURE R SHAREHOLDER’S RESOLUTION



164



165