Notice - Reliance Industries Limited

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Notice                                                                                                                          Reliance Industries Limited
                                                                                                                          Integrated Annual Report 2019-20

NOTICE is hereby given that the Forty-                  of the Company, as recommended                   or re-enactment(s) thereof, for the
third Annual General Meeting (Post-IPO)                 by the Board of Directors, be and                time being in force), approval of the
of the members of Reliance Industries                   is hereby declared for the financial             members be and is hereby accorded
Limited will be held on Wednesday,                      year ended March 31, 2020 and the                to re-appoint Shri Hital R. Meswani
July 15, 2020 at 02:00 p.m. IST through                 same be paid out of the profits of the           (DIN: 00001623) as a Whole-time
Video Conferencing (“VC”)/ Other Audio-                 Company for the financial year ended             Director, designated as Executive
Visual Means (“OAVM”), to transact the                  March 31, 2020.”                                 Director, for a period of 5 (five) years
following business:                                                                                      from the expiry of his present term
                                                   3.   To appoint Shri Hital R. Meswani,
                                                                                                         of office, i.e., with effect from August
                                                        who retires by rotation as a Director
ORDINARY BUSINESS                                                                                        4, 2020 on the terms and conditions
                                                        and in this regard, to consider and if
1.    To consider and adopt (a) the audited                                                              including remuneration as set out
                                                        thought fit, to pass, with or without
      financial statement of the Company                                                                 in the Statement annexed to the
                                                        modification(s), the following resolution
      for the financial year ended March 31,                                                             Notice, with liberty to the Board of
                                                        as an Ordinary Resolution:
      2020 and the reports of the Board                                                                  Directors (hereinafter referred to as
      of Directors and Auditors thereon;                “RESOLVED THAT in accordance                     “the Board” which term shall include
      and (b) the audited consolidated                  with the provisions of Section 152               the Human Resources, Nomination
      financial statement of the Company                and other applicable provisions of               and Remuneration Committee of
      for the financial year ended March                the Companies Act, 2013, Shri Hital              the Board) to alter and vary the
      31, 2020 and the report of Auditors               R. Meswani (DIN: 00001623), who                  terms and conditions of the said re-
      thereon and in this regard, to consider           retires by rotation at this meeting be           appointment and / or remuneration as
      and if thought fit, to pass, with or              and is hereby appointed as a Director            it may deem fit;
      without modification(s), the following            of the Company.”
                                                                                                         RESOLVED FURTHER THAT the Board
      resolutions as Ordinary Resolutions:
                                                   4.   To appoint Shri P.M.S. Prasad, who               be and is hereby authorised to do all
      a)   “RESOLVED THAT the audited                   retires by rotation as a Director and            acts and take all such steps as may be
           financial statement of the                   in this regard, to consider and if               necessary, proper or expedient to give
           Company for the financial year               thought fit, to pass, with or without            effect to this resolution.”
           ended March 31, 2020 and the                 modification(s), the following resolution
                                                                                                    6.   To appoint Shri K. V. Chowdary as a
           reports of the Board of Directors            as an Ordinary Resolution:
                                                                                                         Director and in this regard, to consider
           and Auditors thereon, as circulated
                                                        “RESOLVED THAT in accordance                     and if thought fit, to pass, with or
           to the members, be and are
                                                        with the provisions of Section 152               without modification(s), the following
           hereby considered and adopted.”
                                                        and other applicable provisions of               resolution as an Ordinary Resolution:
      b)   “RESOLVED THAT the audited                   the Companies Act, 2013, Shri P.M.S.
                                                                                                         “RESOLVED THAT in accordance with
           consolidated financial statement             Prasad (DIN: 00012144), who retires
                                                                                                         the provisions of Section 152 read
           of the Company for the financial             by rotation at this meeting be and
                                                                                                         with other applicable provisions of
           year ended March 31, 2020                    is hereby appointed as a Director
                                                                                                         the Companies Act, 2013 (“the Act”)
           and the report of Auditors                   of the Company.”
                                                                                                         and the Companies (Appointment and
           thereon, as circulated to the
                                                                                                         Qualification of Directors) Rules, 2014
           members, be and are hereby              SPECIAL BUSINESS
                                                                                                         (including any statutory modification(s)
           considered and adopted.”                5.   To re-appoint Shri Hital R. Meswani
                                                                                                         or re-enactment(s) thereof, for the time
                                                        as a Whole-time Director and in this
2.    To declare a dividend on equity shares                                                             being in force), Shri K. V. Chowdary
                                                        regard, to consider and if thought fit,
      for the financial year ended                                                                       (DIN: 08485334), who was appointed
                                                        to pass, with or without modification(s),
      March 31, 2020 and in this regard, to                                                              as an additional director in accordance
                                                        the following resolution as an
      consider and if thought fit, to pass, with                                                         with the provisions of Section 161(1) of
                                                        Ordinary Resolution:
      or without modification(s), the following                                                          the Act and the Articles of Association
      resolution as an Ordinary Resolution:             “RESOLVED THAT in accordance with                of the Company and who holds office
                                                        the provisions of Sections 196, 197 and          up to the date of this meeting and in
      “RESOLVED THAT a dividend at
                                                        203 read with Schedule V and other               respect of whom the Company has
      the rate of ` 6.50 (Six rupees and
                                                        applicable provisions of the Companies           received a notice in writing under
      Fifty paise only) per equity share of
                                                        Act, 2013 and the Companies                      Section 160 of the Act from a member
      ` 10/- (Ten rupees) each fully paid-
                                                        (Appointment and Remuneration of                 proposing his candidature for the office
      up of the Company, and a pro-rata
                                                        Managerial Personnel) Rules, 2014                of Director, be and is hereby appointed
      dividend of ` 1.625 on each of the
                                                        (including any statutory modification(s)         as a Director of the Company;
      partly paid-up Rights Equity Shares

418        Naye India Ka Naya Josh
Corporate   Management   Governance   Financial    Notice
                                                                                      Overview    Review                    Statements

     RESOLVED FURTHER THAT the                    NOTES:                                               Company commend their respective
     Board of Directors be and is hereby          1.   Considering the present Covid-19                re-appointments.
     authorised to do all acts and take                pandemic, the Ministry of Corporate
                                                                                                       Shri Hital R. Meswani and Shri P.M.S.
     all such steps as may be necessary,               Affairs (“MCA”) has vide its circular
                                                                                                       Prasad are interested in the Ordinary
     proper or expedient to give effect to             dated May 5, 2020 read together
                                                                                                       Resolutions set out at Item Nos. 3
     this resolution.”                                 with circulars dated April 8, 2020 and
                                                                                                       and 4, respectively, of the Notice with
                                                       April 13, 2020 (collectively referred
7.   To ratify the remuneration of Cost                                                                regard to their re-appointment. Shri
                                                       to as “MCA Circulars”) permitted
     Auditors for the financial year ending                                                            Nikhil R. Meswani, Executive Director,
                                                       convening the Annual General Meeting
     March 31, 2021 and, in this regard, to                                                            being related to Shri Hital R. Meswani,
                                                       (“AGM” / “Meeting”) through Video
     consider and if thought fit, to pass, with                                                        may be deemed to be interested in
                                                       Conferencing (“VC”) or Other Audio
     or without modification(s), the following                                                         the resolution set out at Item No. 3 of
                                                       Visual Means (“OAVM”), without the
     resolution as an Ordinary Resolution:                                                             the Notice. The other relatives of Shri
                                                       physical presence of the members at
                                                                                                       Hital R. Meswani and relatives of Shri
     “RESOLVED THAT in accordance with                 a common venue. In accordance with
                                                                                                       P.M.S. Prasad may be deemed to be
     the provisions of Section 148 and other           the MCA Circulars, provisions of the
                                                                                                       interested in the resolutions set out
     applicable provisions of the Companies            Companies Act, 2013 (‘the Act’) and the
                                                                                                       at Item Nos. 3 and 4 of the Notice,
     Act, 2013 read with the Companies                 Securities and Exchange Board of India
                                                                                                       respectively, to the extent of their
     (Audit and Auditors) Rules, 2014                  (Listing Obligations and Disclosure
                                                                                                       shareholding interest, if any, in the
     (including any statutory modification(s)          Requirements) Regulations, 2015
                                                                                                       Company. Save and except the above,
     or re-enactment(s) thereof, for the time          (“SEBI Listing Regulations”), the AGM
                                                                                                       none of the Directors / Key Managerial
     being in force), the remuneration, as             of the Company is being held through
                                                                                                       Personnel of the Company / their
     approved by the Board of Directors                VC / OAVM. The deemed venue for
                                                                                                       relatives are, in any way, concerned or
     and set out in the Statement annexed              the AGM shall be the Registered Office
                                                                                                       interested, financially or otherwise, in
     to the Notice, to be paid to the Cost             of the Company.
                                                                                                       the Ordinary Business set out under
     Auditors appointed by the Board of
                                                  2.   A statement pursuant to Section 102(1)          Item Nos. 1 to 4 of the Notice.
     Directors, to conduct the audit of
                                                       of the Act, relating to the Special
     cost records of the Company for the                                                          6.   Details of Directors retiring by rotation /
                                                       Business to be transacted at the AGM
     financial year ending March 31, 2021,                                                             seeking appointment /
                                                       is annexed hereto.
     be and is hereby ratified.”                                                                       re-appointment at this
                                                  3.   Generally, a member entitled to attend          Meeting are provided in the
            By Order of the Board of Directors         and vote at the meeting is entitled to          “Annexure” to the Notice.
                                                       appoint a proxy to attend and vote
                             K. Sethuraman                                                        DISPATCH OF ANNUAL REPORT
                                                       on a poll instead of himself and the
               Group Company Secretary and                                                        THROUGH ELECTRONIC MODE:
                                                       proxy need not be a member of the
                    Chief Compliance Officer                                                      7. In compliance with the MCA Circulars
                                                       Company. Since this AGM is being
                                                                                                     and SEBI Circular dated May 12, 2020,
 Mumbai, June 20, 2020                                 held through VC / OAVM pursuant
                                                                                                     Notice of the AGM along with the
                                                       to the MCA Circulars, physical
                                                                                                     Annual Report 2019-20 is being sent
 Registered Office:                                    attendance of members has been
                                                                                                     only through electronic mode to those
 3rd Floor, Maker Chambers IV, 222,                    dispensed with. Accordingly, the
                                                                                                     Members whose email addresses
 Nariman Point,                                        facility for appointment of proxies by
                                                                                                     are registered with the Company/
 Mumbai 400 021                                        the members will not be available
                                                                                                     Depositories. Members may note
 CIN: L17110MH1973PLC019786                            for the AGM and hence the Proxy
                                                                                                     that the Notice and Annual Report
 Website: www.ril.com                                  Form and Attendance Slip are not
                                                                                                     2019-20 will also be available on the
 E-mail: investor.relations@ril.com                    annexed hereto.
                                                                                                     Company’s website www.ril.com,
 Tel.: +91 22 3555 5000
                                                  4.   Since the AGM will be held through VC/        websites of the Stock Exchanges,
 Fax: +91 22 2204 2268
                                                       OAVM, the route map of the venue of           i.e., BSE Limited and National Stock
                                                       the Meeting is not annexed hereto.            Exchange of India Limited at www.
                                                                                                     bseindia.com and www.nseindia.com
                                                  5.   In terms of the provisions of Section
                                                                                                     respectively, and on the website of
                                                       152 of the Act, Shri Hital R. Meswani
                                                                                                     Company’s Registrar and Transfer
                                                       and Shri P.M.S. Prasad, Directors,
                                                                                                     Agent, KFin Technologies Private
                                                       retire by rotation at the Meeting.
                                                                                                     Limited (“KFinTech”) at https://
                                                       Human Resources, Nomination
                                                                                                     evoting.karvy.com
                                                       and Remuneration Committee
                                                       and the Board of Directors of the

                                                                                                                                              419
Notice (contd)
                                                                                                                             Reliance Industries Limited
                                                                                                                       Integrated Annual Report 2019-20

8.   For receiving all communication                 c)   Members who would like to               PROCEDURE FOR REMOTE
     (including Annual Report) from the                   express their views or ask              E-VOTING AND E-VOTING
     Company electronically:                              questions during the AGM may            AT THE AGM:
                                                          register themselves by logging on       13. Pursuant to the provisions of Section
     a)   Members holding shares in physical
                                                          to https://emeetings.kfintech.              108 and other applicable provisions, if
          mode and who have not registered
                                                          com and clicking on the ‘Speaker            any, of the Companies Act, 2013 read
          / updated their email address
                                                          Registration’ option available              with the Companies (Management
          with the Company are requested
                                                          on the screen after log in. The             and Administration) Rules, 2014, as
          to register / update the same by
                                                          Speaker Registration will be open           amended, and Regulation 44 of SEBI
          writing to the Company with details
                                                          during Wednesday, July 8, 2020 to           Listing Regulations, the Company
          of folio number and attaching a
                                                          Monday, July 13, 2020. Only those           is providing to its members facility
          self-attested copy of PAN card
                                                          members who are registered will             to exercise their right to vote on
          at investor.relations@ril.com or
                                                          be allowed to express their views           resolutions proposed to be passed at
          to KFinTech at
                                                          or ask questions. The Company               AGM by electronic means (“e-voting”).
          rilinvestor@kfintech.com
                                                          reserves the right to restrict the          Members may cast their votes
     b)   Members holding shares in                       number of questions and number              remotely, using an electronic voting
          dematerialised mode are                         of speakers, depending upon                 system on the dates mentioned herein
          requested to register / update                  availability of time as appropriate         below (“remote e-voting’’).
          their email addresses with the                  for smooth conduct of the AGM.
                                                                                                      Further, the facility for voting through
          relevant Depository Participant.
                                                     d)   Members will be allowed to attend           electronic voting system will also be
PROCEDURE FOR JOINING THE                                 the AGM through VC / OAVM on                made available at the Meeting (“Insta
AGM THROUGH VC / OAVM:                                    first come, first served basis.             Poll”) and members attending the
9. The Company will provide VC /                                                                      Meeting who have not cast their vote(s)
                                                     e)   Facility to join the meeting shall be
   OAVM facility to its Members for                                                                   by remote e-voting will be able to vote
                                                          opened thirty minutes before the
   participating at the AGM.                                                                          at the Meeting through Insta Poll.
                                                          scheduled time of the AGM and
     a)   Members will be able to attend                  shall be kept open throughout the           The Company has engaged the
          the AGM through VC / OAVM or                    proceedings of the AGM.                     services of KFinTech as the agency to
          view the live webcast at https://                                                           provide e-voting facility.
                                                     f)   Members who need assistance
          emeetings.kfintech.com by using
                                                          before or during the AGM,                   The manner of voting remotely
          their e-voting login credentials.
                                                          can contact KFinTech on                     by members holding shares in
		Members are requested to follow                        emeetings@kfintech.com or call on           dematerialized mode, physical
   the procedure given below:                             toll free numbers 1800-425-8998 /           mode and for members who
                                                          1800-345-4001 . Kindly quote your           have not registered their email
		        i.	Launch internet browser
                                                          name, DP ID-Client ID / Folio no.           addresses is provided in the
              (chrome/firefox/safari) by
                                                          and E-voting Event Number in all            instructions given below.
              typing the URL: https://
                                                          your communications.
              emeetings.kfintech.com                                                                  The remote e-voting facility
                                                 10. In case of joint holders attending the           will be available during the
		        ii.	Enter the login credentials
                                                     Meeting, only such joint holder who              following voting period:
               (i.e., User ID and password
                                                     is higher in the order of names will be
               for e-voting).                                                                         Commencement of 9:00 a.m. on
                                                     entitled to vote at the AGM.
		        iii.	After logging in, click on                                                            remote e-voting: Saturday, July 11,
                                                 11. Members attending the AGM through                                 2020
                “Video Conference” option
                                                     VC / OAVM shall be reckoned
                                                                                                      End of remote        5:00 p.m. on
		        iv.	Then click on camera icon             for the purpose of quorum under
                                                                                                      e-voting:            Tuesday, July 14,
               appearing against AGM event           Section 103 of the Act.
                                                                                                                           2020
               of Reliance Industries Limited,
                                                 12. Members of the Company under the
               to attend the Meeting.                                                                 The remote e-voting will not be allowed
                                                     category of Institutional Investors
                                                                                                      beyond the aforesaid date and time
     b)   Members who do not have User               are encouraged to attend and
                                                                                                      and the remote e-voting module shall
          ID and Password for e-voting or            vote at the AGM.
                                                                                                      be forthwith disabled by KFinTech
          have forgotten the User ID and
                                                                                                      upon expiry of the aforesaid period.
          Password may retrieve the same
          by following the procedure given
          in the E-voting instructions.

420       Naye India Ka Naya Josh
Corporate   Management   Governance   Financial    Notice
                                                                                          Overview    Review                    Statements

       Voting rights of a member /                   iv.   Any person who becomes a member            vi. Information and instructions
       beneficial owner (in case of                        of the Company after despatch of the           for remote e-voting:
       electronic shareholding) shall be                   Notice of the Meeting and holding          I.   A. In case a member receives
       in proportion to his share in the                   shares as on the cut-off date may                  an e-mail from the Company
       paid-up equity share capital of the                 obtain the User ID and password                    / KFinTech [for members
       Company as on the cut-off date, i.e.,               from KFinTech in the manner as                     whose e-mail addresses
       Wednesday, July 8, 2020.                            mentioned below:                                   are registered with the
                                                                                                              Company / Depository
       The Board of Directors of the Company               (a) If the mobile number of the
                                                                                                              Participant(s)]:
       has appointed Shri Mehul Modi, a                        member is registered against Folio
                                                                                                           (a) Launch internet browser by typing
       Practising Chartered Accountant,                        No. / DP ID Client ID, the member
                                                                                                               the URL: https://evoting.karvy.com
       Partner, Deloitte Haskins & Sells                       may send SMS: MYEPWD 
       LLP, Chartered Accountants or                           E-Voting Event Number+Folio No.             (b) Enter the login credentials
       failing him Shri Vishal Agarwal, a                      or DP ID Client ID to 9212993399                (User ID and password given in
       Practising Chartered Accountant,                                                                        the e-mail). The E-Voting Event
                                                               Example for NSDL: MYEPWD
       Partner, Deloitte Haskins & Sells LLP,                                                                  Number+Folio No. or DP ID Client
                                                                IN12345612345678
       Chartered Accountants, as Scrutiniser                                                                   ID will be your User ID. However,
       to scrutinise the remote e-voting                       Example for CDSL: MYEPWD                        if you are already registered with
       and Insta Poll process in a fair and                     1402345612345678                        KFinTech for e-voting, you can
       transparent manner and they have                                                                        use the existing password for
                                                               Example for Physical: MYEPWD
       communicated their willingness to be                                                                    logging in. If required, please visit
                                                                XXXX1234567890
       appointed and will be available for                                                                     https://evoting.karvy.com or
       the said purpose.                                   (b) If e-mail address or mobile number              contact toll-free numbers 1800-
                                                               of the member is registered                     425-8998 / 1800-345-4001 (from
Information and instructions
                                                               against Folio No. / DP ID Client ID,            9:00 a.m. to 6:00 p.m.) for your
relating to e-voting are as under:
                                                               then on the home page of https://               existing password.
i.     The members who have cast their
                                                               evoting.karvy.com, the member
       vote(s) by remote e-voting may also                                                                 (c) After entering these details
                                                               may click “Forgot Password” and
       attend the Meeting but shall not be                                                                     appropriately, click on “LOGIN”.
                                                               enter Folio No. or DP ID Client ID
       entitled to cast their vote(s) again at the
                                                               and PAN to generate a password.             (d) You will now reach Password
       Meeting. Once the vote on a resolution
                                                                                                               Change Menu wherein you are
       is cast by a member, whether partially              (c) Member may call on KFinTech’s
                                                                                                               required to mandatorily change
       or otherwise, the member shall not be                   toll-free numbers 1800-425-
                                                                                                               your password upon logging-
       allowed to change it subsequently or                    8998 / 1800-345-4001 (from 9:00
                                                                                                               in for the first time. The new
       cast the vote again.                                    a.m. to 6:00 p.m.)
                                                                                                               password shall comprise minimum
ii.    A member can opt for only single                    (d) Member may send                                 8 characters with at least one
       mode of voting per EVEN, i.e., through                  an e-mail request to                            upper case (A-Z), one lower case
       remote e-voting or voting at the                        evoting.ril@kfintech.com                        (a-z), one numeric (0-9) and a
       Meeting (Insta Poll). If a member casts                                                                 special character (@,#,$,etc.).
                                                               If the member is already registered
       vote(s) by both modes, then voting                                                                      The system will prompt you to
                                                               with KFinTech’s e-voting platform,
       done through remote e-voting shall                                                                      change your password and update
                                                               then he can use his existing
       prevail and vote(s) cast at the Meeting                                                                 your contact details like mobile
                                                               password for logging in.
       shall be treated as “INVALID”.                                                                          number, e-mail address, etc. on
                                                     v.    The Company has opted to provide                    first login. You may also enter
iii.   A person, whose name is recorded
                                                           the same electronic voting system at                a secret question and answer
       in the register of members or in
                                                           the Meeting, as used during remote                  of your choice to retrieve your
       the register of beneficial owners
                                                           e-voting, and the said facility shall               password in case you forget it. It is
       maintained by the depositories as
                                                           be operational till all the resolutions             strongly recommended that you
       on the cut-off date, i.e., Wednesday,
                                                           proposed in the Notice are considered               do not share your password with
       July 8, 2020 only shall be entitled to
                                                           and voted upon at the Meeting and                   any other person and that you
       avail the facility of remote e-voting
                                                           may be used for voting only by the                  take utmost care to keep your
       or for participation at the AGM and
                                                           members holding shares as on the cut-               password confidential.
       voting through Insta Poll. A person
                                                           off date who are attending the Meeting
       who is not a member as on the cut-                                                                  (e) You need to login again with the
                                                           and who have not already cast their
       off date, should treat the Notice for                                                                   new credentials.
                                                           vote(s) through remote e-voting.
       information purpose only.

                                                                                                                                                  421
Notice (contd)
                                                                                                                               Reliance Industries Limited
                                                                                                                         Integrated Annual Report 2019-20

   (f)   On successful login, the system                    evoting.ril@kfintech.com It is         IV. In case of any query pertaining to
         will prompt you to select the                      also requested to upload the               e-voting, members may refer to the
         E-Voting Event Number (EVEN)                       same in the e-voting module in             “Help” and “FAQs” sections / E-voting
         for Reliance Industries Limited.                   their login. The naming format             user manual available through a
         SHAREHOLDERS TO SELECT                             of the aforesaid legible scanned           dropdown menu in the “Downloads”
         THE RESPECTIVE EVENS AND                           document shall be “Corporate               section of KFinTech’s website for
         VOTE DEPENDING UPON                                Name EVENT NO.”                            e-voting: https://evoting.karvy.com
         THEIR SHAREHOLDING -                                                                          or contact KFinTech as per the details
                                                       (B) In case of a member whose
         FULLY PAID-UP OR PARTLY                                                                       given under sub-point no. V below.
                                                           e-mail address is not
         PAID-UP OR BOTH.
                                                           registered / updated with               V.   Members are requested to note
   (g) On the voting page, enter the                       the Company / KFinTech /                     the following contact details for
       number of shares as on the cut-                     Depository Participant(s),                   addressing e-voting grievances:
       off date under either “FOR” or                      please follow the following
                                                                                                        Shri S. P. Venugopal, General Manager
       “AGAINST” or alternatively, you                     steps to generate your login
                                                                                                        KFin Technologies Private Limited
       may partially enter any number                      credentials:
                                                                                                        Selenium Tower B, Plot 31-32,
       under “FOR” / “AGAINST”, but                    (a) Members holding shares in
                                                                                                        Gachibowli, Financial District,
       the total number under “FOR” /                      physical mode, who have not
                                                                                                        Nanakramguda, Hyderabad 500 032
       “AGAINST” taken together should                     registered / updated their email
                                                                                                        Phone No.: +91 40 6716 1700
       not exceed your total shareholding                  addresses with the Company,
                                                                                                        Toll-free No.: 1800-425-8998
       as on the cut-off date. You                         are requested to register /
                                                                                                        / 1800-345-4001
       may also choose to “ABSTAIN”                        update the same by clicking
                                                                                                        E-mail: evoting.ril@kfintech.com
       and vote will not be counted                        on https://rkarisma.kfintech.
       under either head.                                  com/shareholders or by writing          vii. Information and instructions
                                                           to the Company with details                  for Insta Poll:
   (h) Members holding shares under
                                                           of folio number and attaching                Facility to cast vote through Insta
       multiple folios / demat accounts
                                                           a self-attested copy of PAN                  Poll will be made available on the
       shall choose the voting process
                                                           card at investor.relations@                  Video Conferencing screen and will
       separately for each of the folios /
                                                           ril.com or to KFinTech at                    be activated once the Insta Poll is
       demat accounts.
                                                           rilinvestor@kfintech.com                     announced at the Meeting.
   (i)   Voting has to be done for each
                                                       (b) Members holding shares in               viii. The Scrutiniser will, after the
         item of the Notice separately. In
                                                           dematerialised mode who have                  conclusion of e-voting at the Meeting,
         case you do not desire to cast your
                                                           not registered their e-mail                   scrutinise the votes cast at the Meeting
         vote on any specific item, it will be
                                                           addresses with their Depository               (Insta Poll) and votes cast through
         treated as “ABSTAINED”.
                                                           Participant(s) are requested to               remote e-voting, make a consolidated
   (j)   You may then cast your vote by                    register / update their email                 Scrutiniser’s Report and submit the
         selecting an appropriate option                   addresses with the Depository                 same to the Chairman. The result
         and click on “SUBMIT”.                            Participant(s) with whom they                 of e-voting will be declared within
                                                           maintain their demat accounts.                forty-eight hours of the conclusion
   (k) A confirmation box will be
                                                                                                         of the Meeting and the same, along
       displayed. Click “OK” to confirm,               (c) After due verification, the
                                                                                                         with the consolidated Scrutiniser’s
       else “CANCEL” to modify.                            Company / KFinTech will forward
                                                                                                         Report, will be placed on the website
                                                           your login credentials to your
   (l)   Once you confirm, you will not be                                                               of the Company: www.ril.com and
                                                           registered email address.
         allowed to modify your vote.                                                                    on the website of KFinTech at: https://
                                                       (d) Follow the instructions at I.(A). (a)         evoting.karvy.com. The result will
   (m) Corporate / Institutional Members
                                                           to (m) to cast your vote.                     simultaneously be communicated to
       (i.e., other than Individuals, HUFs,
                                                                                                         the stock exchanges.
       NRIs, etc.) are also required to          II.   You can also update your mobile
       send legible scanned certified                  number and e-mail id in the user profile    ix. Subject to receipt of requisite
       true copy (in PDF Format) of                    details of the folio which may be used          number of votes, the
       the Board Resolution / Power                    for sending further communication(s).           Resolutions proposed in the
       of Attorney / Authority Letter,                                                                 Notice shall be deemed to
                                                 III. Once the vote on a resolution is cast
       etc., together with attested                                                                    be passed on the date of the
                                                      by a member, whether partially or
       specimen signature(s) of the duly                                                               Meeting, i.e., Wednesday,
                                                      otherwise, the member shall not be
       authorized representative(s),                                                                   July 15, 2020.
                                                      allowed to change it subsequently or
       to the Scrutiniser at e-mail id:
                                                      cast the vote again.
       ril.scrutinizer@kfintech.com
       with a copy marked to

422      Naye India Ka Naya Josh
Corporate   Management   Governance   Financial    Notice
                                                                                    Overview    Review                    Statements

PROCEDURE FOR INSPECTION OF                    IEPF RELATED INFORMATION:                             year 2019-20, transferred to the IEPF
DOCUMENTS:                                     16. The Company has transferred the                   Authority all shares in respect of
14. The Register of Directors and Key              unpaid or unclaimed dividends                     which dividend had remained unpaid
    Managerial Personnel and their                 declared up to financial years 2011-              or unclaimed for seven consecutive
    shareholding maintained under                  12, from time to time, to the Investor            years or more as on the due date of
    Section 170 of the Act, the Register of        Education and Protection Fund                     transfer, i.e., July 13, 2019. Details of
    Contracts or Arrangements in which             (“IEPF”) established by the Central               shares so far transferred to the IEPF
    the directors are interested, maintained       Government. Details of dividends so               Authority are available on the website
    under Section 189 of the Act, and the          far transferred to the IEPF Authority             of the Company and the same can be
    relevant documents referred to in the          are available on the website of                   accessed through the link:
    Notice will be available electronically        IEPF Authority and the same can
                                                                                                 https://www.ril.com/
                                                                                                	
    for inspection by the members                  be accessed through the link:
                                                                                                 InvestorRelations/
    during the AGM.                                www.iepf.gov.in.
                                                                                                 ShareholdersInformation.aspx.
    All documents referred to in the Notice    17. The details of unpaid and unclaimed
                                                                                                The said details have also been uploaded
    will also be available electronically          dividends lying with the Company
                                                                                                on the website of the IEPF Authority
    for inspection without any fee by the          as on March 31, 2020 are uploaded
                                                                                                and can be accessed through the link:
    members from the date of circulation           on the website of the Company and
                                                                                                www.iepf.gov.in.
    of this Notice up to the date of AGM.          can be accessed through the link
    Members seeking to inspect such                https://www.ril.com/InvestorRelations/       Members may note that shares as well as
    documents can send an email to                 ShareholdersInformation.aspx                 unclaimed dividends transferred to IEPF
    rilagm@ril.com                                                                              Authority can be claimed back from the
                                                    Details of unpaid and unclaimed
                                                                                                IEPF Authority.
15. Members seeking any information with            dividends up to March 31, 2019 are also
    regard to the accounts or any matter to         uploaded on the website of the IEPF         The concerned members/investors are
    be placed at the AGM, are requested             Authority and can be accessed through       advised to read Company’s Shareholders’
    to write to the Company on or before            the link: www.iepf.gov.in.                  Referencer at weblink https://www.ril.com/
    Tuesday, July 7, 2020 through email on                                                      DownloadFiles/IRForms/Shareholders-
                                                    Adhering to the various requirements
    rilagm@ril.com The same will be replied                                                     Referencer.pdf or visit the weblink of the
                                                    set out in the Investor Education
    by the Company suitably.                                                                    IEPF Authority http://iepf.gov.in/IEPF/
                                                    and Protection Fund Authority
                                                                                                refund.html, or contact KFinTech, for
                                                    (Accounting, Audit, Transfer and
                                                                                                detailed procedure to lodge the claim with
                                                    Refund) Rules, 2016, as amended,
                                                                                                the IEPF Authority.
                                                    the Company has, during financial
    Due dates for transfer to IEPF, of the unclaimed/unpaid dividends for the financial year 2012-13 and thereafter, are as under:
     Financial year                                 Declaration Date                               Due Date
     2012-13                                        June 6, 2013                                   July 12, 2020
     2013-14                                        June 18, 2014                                  July 24, 2021
     2014-15                                        June 12, 2015                                  July 18, 2022
     2015-16                                        March 10, 2016                                 April 15, 2023
     2016-17                                        July 21, 2017                                  August 26, 2024
     2017-18                                        July 5, 2018                                   August 4, 2025
     2018-19                                        August 12, 2019                                September 11, 2026

DIVIDEND RELATED INFORMATION                        Services (India) Limited as beneficial           Shareholders are requested to register
18. Subject to approval of the Members              owners as on that date.                          / update their complete bank details:
    at the AGM, the dividend will be paid
                                                    Payment of dividend shall be made                (a) 	with their Depository Participant(s)
    within a week from the conclusion
                                                    through electronic mode to the                         with whom they maintain their
    of the AGM, to the Members whose
                                                    Shareholders who have updated                          demat accounts if shares
    names appear on the Company’s
                                                    their bank account details. Dividend                   are held in dematerialised
    Register of Members as on the Record
                                                    warrants / demand drafts will be                       mode by submitting the
    Date, and in respect of the shares
                                                    despatched to the registered                           requisite documents, and
    held in dematerialised mode, to the
                                                    address of the shareholders who
    Members whose names are furnished                                                                (b) 	with the Company / KFinTech by
                                                    have not updated their bank account
    by National Securities Depository                                                                      clicking on https://rkarisma.
                                                    details, after normalisation of the
    Limited and Central Depository                                                                         kfintech.com/shareholders
                                                    postal service.

                                                                                                                                            423
Notice (contd)
                                                                                                                                       Reliance Industries Limited
                                                                                                                                 Integrated Annual Report 2019-20

          or by emailing at investor.                            leaf. In case shares are held in                    1st April 2020. No tax will be
          relations@ril.com or rilinvestor@                      dematerialised mode, details                        deducted on payment of dividend
          kfintech.com, if shares are held                       in a form prescribed by your                        to the resident individual
          in physical mode, by submitting                        Depository Participant may also be                  shareholders if the total dividend
          (i) scanned copy of the signed                         required to be furnished.                           paid does not exceed `5,000/-
          request letter which shall contain
                                                           	Pursuant to the amendments                         	The withholding tax rate would
          shareholder’s name, folio number,
                                                             introduced by the Finance Act,                       vary depending on the residential
          bank details (Bank account
                                                             2020 the Company will be                             status of the shareholder
          number, Bank and Branch Name
                                                             required to withhold taxes at the                    and documents registered
          and address, IFSC, MICR details),
                                                             prescribed rates on the dividend                     with the Company.
          (ii) self-attested copy of the PAN
                                                             paid to its shareholders w.e.f.
          card and (iii) cancelled cheque

A. RESIDENT SHAREHOLDERS:
A.1 Tax Deductible at Source for Resident Shareholders
                                                                                 Withholding tax
      Sr. No Particulars                                                                               Documents required (if any)
                                                                                 rate
      1        Valid PAN updated in the Company’s Register of Members            7.5%                  No document required (if no exemption is sought)
               No PAN/Valid PAN not updated in the Company’s Register
      2                                                                          20%                   No document required (if no exemption is sought)
               of Members
               Availability of lower/nil tax deduction certificate issued by     Rate specified in the Lower tax deduction certificate obtained from
      3
               Income Tax Department u/s 197 of Income Tax Act, 1961             certificate           Income Tax Authority

A.2 No Tax Deductible at Source on dividend payment to resident shareholders if the Shareholders submit
   and register following documents as mentioned in column no.4 of the below table with the Company /
   KFinTech
      Sr. No     Particulars                                                   Withholding tax     Documents required (if any)
      (1)        (2)                                                               rate (3)        (4)
                                                                                                   Declaration in Form No. 15G (applicable to any person
                                                                                                   other than a company or a firm) / Form 15H (applicable
      1          Submission of form 15G/15H                                            NIL
                                                                                                   to an Individual who is 60 years and above), fulfilling
                                                                                                   certain conditions.
                 Shareholders to whom section 194 of the Income Tax,                               Documentary evidence that the said provisions are not
      2                                                                                NIL
                 1961 does not apply such as LIC, GIC, etc.                                        applicable.
                 Shareholder covered u/s 196 of Income Tax Act, 1961
                                                                                                   Documentary evidence for coverage u/s 196 of
      3          such as Government, RBI, corporations established                     NIL
                                                                                                   Income Tax Act, 1961
                 by Central Act & mutual funds.
                                                                                                   SEBI registration certificate to claim benefit under
      4          Category I and II Alternative Investment Fund                         NIL
                                                                                                   section 197A (1F) of Income Tax Act, 1961
                 • Recognised provident funds                                                      Necessary documentary evidence as per Circular
      5          • Approved superannuation fund                                        NIL         No. 18/2017 issued by Central Board of Direct Taxes
                 • Approved gratuity fund                                                          (CBDT)
                                                                                                   No TDS as per section 197A (1E) of
      6          National Pension Scheme                                               NIL
                                                                                                   Income Tax Act, 1961

424       Naye India Ka Naya Josh
Corporate    Management    Governance     Financial     Notice
                                                                                        Overview     Review                       Statements

B. NON-RESIDENT SHAREHOLDERS:
  Withholding tax on dividend payment to non-resident shareholders if the non-resident shareholders
  submit and register following document as mentioned in column no.4 of the below table with the
  Company / KFinTech
   Sr. No   Particulars                                Withholding tax rate              Documents required (if any)
   (1)      (2)                                        (3)                               (4)
            Foreign Institutional Investors (FIIs) /   20% (plus applicable surcharge
   1                                                                                     FPI registration number / certificate.
            Foreign Portfolio Investors (FPIs)         and cess)
   2        Other Non-resident shareholders            20% (plus applicable surcharge    To avail beneficial rate of tax treaty following tax
                                                       and cess) or tax treaty rate      documents would be required:
                                                       whichever is beneficial
                                                                                         1. 		 Tax Residency certificate issued by revenue authority
                                                                                               of country of residence of shareholder for the year in
                                                                                               which dividend is received
                                                                                         2. 		 PAN
                                                                                         3. 		 Form 10F filled & duly signed
                                                                                         4. 		 Self-declaration for non-existence of permanent
                                                                                               establishment/ fixed base in India
                                                                                         (Note: Application of beneficial Tax Treaty Rate shall
                                                                                         depend upon the completeness of the documents
                                                                                         submitted by the Non- Resident shareholder and review to
                                                                                         the satisfaction of the Company)
   3        Indian Branch of a Foreign Bank            Nil                               Lower tax deduction certificate u/s 195(3) obtained from
                                                                                         Income Tax Authority
                                                                                         Self-declaration confirming that the income is received on
                                                                                         its own account and not on behalf of the Foreign Bank
   4        Availability of Lower/NIL tax deduction Rate specified in certificate        Lower tax deduction certificate obtained from Income Tax
            certificate issued by Income Tax                                             Authority
            Department u/s 197 of Income Tax
            Act, 1961

                                                                                                                                                     425
Notice (contd)
                                                                                                                              Reliance Industries Limited
                                                                                                                        Integrated Annual Report 2019-20

Notes:                                             (vi) This Communication is not exhaustive       21. Members holding shares in
(i)   The Company will issue soft copy of               and does not purport to be a complete          electronic mode are:
      the TDS certificate to its shareholders           analysis or listing of all potential
                                                                                                       a)   requested to submit their PAN
      through email registered with the                 tax consequences in the matter of
                                                                                                            and bank account details to their
      Company / KFinTech post payment of                dividend payment. Shareholders
                                                                                                            respective Depository Participants
      the dividend. Shareholders will be able           should consult their tax advisors for
                                                                                                            (“DPs”) with whom they are
      to download the TDS certificate from              requisite action to be taken by them.
                                                                                                            maintaining their demat accounts.
      the Income Tax Department’s website
                                                   OTHER INFORMATION
      https://incometaxindiaefiling.gov.in                                                             b)   advised to contact their respective
                                                   19. Securities and Exchange Board of India
      (refer to Form 26AS).                                                                                 DPs for registering nomination.
                                                       (“SEBI”) has mandated that securities
(ii) The aforesaid documents such as                   of listed companies can be transferred      22. Non-Resident Indian members are
     Form 15G/ 15H, documents under                    only in dematerialised form w.e.f. April        requested to inform KFinTech /
     section 196, 197A, FPI Registration               1, 2019. Accordingly, the Company /             respective DPs, immediately of:
     Certificate, Tax Residency Certificate,           KFinTech has stopped accepting any
                                                                                                       a)   Change in their residential
     Lower Tax certificate etc. can be                 fresh lodgement of transfer of shares in
                                                                                                            status on return to India for
     uploaded on the link https://rkarisma.            physical form. Members holding shares
                                                                                                            permanent settlement.
     kfintech.com/dividendtds/ on or before            in physical form are advised to avail of
     July 03, 2020 to enable the Company               the facility of dematerialisation.              b)   Particulars of their bank account
     to determine the appropriate TDS                                                                       maintained in India with complete
                                                   20. Members holding shares in
     / withholding tax rate applicable.                                                                     name, branch, account type,
                                                       physical mode are:
     Any communication on the tax                                                                           account number and address of
     determination/deduction received post             a)   required to submit their Permanent              the bank with pin code number,
     July 03, 2020 shall not be considered.                 Account Number (PAN) and bank                   if not furnished earlier.
                                                            account details to the Company
(iii) Application of TDS rate is subject to                                                        23. Shareholders’ Referencer giving
                                                            / KFinTech at https://rkarisma.
      necessary verification by the Company                                                            guidance on securities related matters
                                                            kfintech.com/shareholders, if
      of the shareholder details as available                                                          is uploaded on the Company’s website
                                                            not registered with the Company/
      in Register of Members as on the                                                                 and can be accessed at link https://
                                                            KFinTech, as mandated by SEBI
      Record Date, and other documents                                                                 www.ril.com/DownloadFiles/IRForms/
                                                            by writing to the Company at
      available with the Company / KFinTech.                                                           Shareholders-Referencer.pdf.
                                                            investor.relations@ril.com or
(iv) In case TDS is deducted at a higher                    to KFinTech at                         24. Members are requested to fill in and
     rate, an option is still available with the            rilinvestor@kfintech.com along             send the Feedback Form provided in
     shareholder to file the return of income               with the details of folio no., self-       the Annual Report.
     and claim an appropriate refund.                       attested copy of PAN card, bank
                                                            details (Bank account number,
(v) In the event of any income tax demand
                                                            Bank and Branch Name and
    (including interest, penalty, etc.) arising
                                                            address, IFSC, MICR details) and
    from any misrepresentation, inaccuracy
                                                            cancelled cheque.
    or omission of information provided
    by the Member/s, such Member/s                     b)   advised to register nomination
    will be responsible to indemnify                        in respect of their shareholding
    the Company and also, provide                           in the Company. Nomination
    the Company with all information /                      Form (SH-13) is put on the
    documents and co-operation in any                       Company’s website and can be
    appellate proceedings.                                  accessed at link https://www.ril.
                                                            com/DownloadFiles/IRForms/
                                                            Nominations.pdf

426       Naye India Ka Naya Josh
Corporate   Management     Governance   Financial    Notice
                                                                                       Overview    Review                      Statements

STATEMENT PURSUANT                                 (b) Contribution to provident                   (f) General:
TO SECTION 102(1) OF THE                               fund, superannuation or                          i.      The Whole-time Director shall
COMPANIES ACT, 2013                                    annuity fund, gratuity etc.                              perform his duties as such with
The following Statement sets out all                  The Company’s contribution to                             regard to all work of the Company
material facts relating to the Special                provident fund, superannuation or                         and will manage and attend to
Business mentioned in the Notice:                     annuity fund, gratuity payable and                        such business and carry out the
                                                      encashment of leave, as per the rules                     orders and directions given by
ITEM NO. 5
                                                      of the Company, shall be in addition to                   the Board / Managing Director
The Board of Directors of the Company
                                                      the remuneration under (a) above.                         from time to time in all respects
(“the Board”), at its meeting held on
                                                                                                                and conform to and comply
April 30, 2020 has, subject to approval            (c) Remuneration based on net
                                                                                                                with all such directions and
of members, re-appointed Shri Hital R.                 profits:
                                                                                                                regulations as may from time
Meswani (DIN: 00001623) as a Whole-time               In addition to the salary, perquisites
                                                                                                                to time be given and made by
Director, designated as Executive Director,           and allowances as set out above, Shri
                                                                                                                the Board / Managing Director
for a period of 5 (five) years from the expiry        Hital R. Meswani shall be entitled to
                                                                                                                and the functions of the Whole-
of his present term, i.e., with effect from           receive remuneration based on net
                                                                                                                time Director will be under the
August 4, 2020, on terms and conditions               profits. Such remuneration based
                                                                                                                overall authority of the Managing
including remuneration as recommended                 on net profits payable to him will be
                                                                                                                Director/ Board of Directors.
by the Human Resources, Nomination                    determined by the Board and / or the
and Remuneration Committee (the ‘HRNR                 HRNR Committee of the Board for                   ii.     The Whole-time Director shall act
Committee’) of the Board.                             each financial year based on members’                     in accordance with the Articles
                                                      approval granted in the Annual General                    of Association of the Company
Members’ approval is sought for the
                                                      Meeting held on June 18, 2014.                            and shall abide by the provisions
re‑appointment of and remuneration
                                                                                                                contained in Section 166 of the Act
payable to Shri Hital R. Meswani as a              (d) Increment / Incentive / ESOP
                                                                                                                with regard to duties of directors.
Whole-time Director, designated as                     etc.:
Executive Director of the Company, in                 (i)   Increment in salary / incentive             iii.    The Whole-time Director shall
terms of the applicable provisions of the                   / bonus / performance linked                        adhere to the Company’s
Companies Act, 2013 (“the Act”).                            incentive, payable to Shri Hital R.                 Code of Conduct.
                                                            Meswani, as may be determined
Broad particulars of the terms of re-                                                                   iv.     The office of the Whole-time
                                                            by the Board and / or the HRNR
appointment of and remuneration payable                                                                         Director may be terminated by
                                                            Committee of the Board, shall be
to Shri Hital R. Meswani are as under:                                                                          the Company or by him by giving
                                                            in addition to the remuneration
                                                                                                                the other 3 (three) months’ prior
(a) Salary, Perquisites and                                 under (a) above.
                                                                                                                notice in writing.
    Allowances per annum:
                                                      (ii) Employees Stock Options granted
                                   ( ` in crore)                                                                Shri Hital R. Meswani satisfies all
                                                           / to be granted to Shri Hital R.
     Salary                               2.16                                                                  the conditions set out in Part-I
                                                           Meswani, from time to time, shall
                                                                                                                of Schedule V to the Act as also
     Perquisites and Allowances          4.20              not be considered as a part of
                                                                                                                conditions set out under sub-
                                                           perquisites under (a) above,
    The perquisites and allowances, as                                                                          section (3) of Section 196 of the
                                                           and that the perquisite value of
    aforesaid, shall include accommodation                                                                      Act for being eligible for his re-
                                                           stock options exercised shall be
    (furnished or otherwise) or house                                                                           appointment. He is not disqualified
                                                           in addition to the remuneration
    rent allowance in lieu thereof; house                                                                       from being appointed as a Director
                                                           under (a) above.
    maintenance allowance together                                                                              in terms of Section 164 of the Act.
    with reimbursement of expenses                 (e) Reimbursement of Expenses:
                                                                                                                The above may be treated as
    and / or allowances for utilisation               Expenses incurred for travelling, board
                                                                                                                a written memorandum setting
    of gas, electricity, water, furnishing            and lodging including for Shri Hital R.
                                                                                                                out the terms of
    and repairs, medical assistance and               Meswani’s spouse and attendant(s)
                                                                                                                re-appointment of Shri Hital
    leave travel concession for self and              during business trips and provision of
                                                                                                                R. Meswani under Section
    family including dependents. The said             car(s) for use on Company’s business
                                                                                                                190 of the Act.
    perquisites and allowances shall be               and communication expenses at
    evaluated, wherever applicable, as per            residence shall be reimbursed                             Details of Shri Hital R. Meswani are
    the provisions of Income Tax Act, 1961            at actuals and not considered                             provided in the “Annexure” to the
    or any rules thereunder or any statutory          as perquisites.                                           Notice, pursuant to the provisions
    modification(s) or re-enactment(s)                                                                          of (i) the Securities and Exchange
    thereof; in the absence of any such                                                                         Board of India (Listing Obligations
    rules, perquisites and allowances shall                                                                     and Disclosure Requirements)
    be evaluated at actual cost.                                                                                Regulations, 2015 and (ii)

                                                                                                                                                 427
Notice (contd)
                                                                                                                              Reliance Industries Limited
                                                                                                                        Integrated Annual Report 2019-20

         Secretarial Standard on General         ITEM NO. 6                                       be decided by the Board, reimbursement
         Meetings issued by the Institute of     Based on the recommendation of the               of expenses for participating in the Board
         Company Secretaries of India.           Human Resources, Nomination and                  and other meetings and profit related
                                                 Remuneration Committee, the Board                commission within the limits stipulated
         Shri Hital R. Meswani is interested
                                                 of Directors of the Company, pursuant            under Section 197 of the Act.
         in the resolution set out at Item
                                                 to the provisions of Section 161(1) of the
         No. 5 of the Notice. Shri Nikhil R.                                                      Shri K. V. Chowdary is interested in the
                                                 Companies Act, 2013 (“the Act”) and the
         Meswani, a Whole-time Director,                                                          resolution set out at Item No. 6 of the Notice
                                                 Articles of Association of the Company,
         being related to Shri Hital R.                                                           with regard to his appointment. Relatives of
                                                 had appointed Shri K. V. Chowdary (DIN:
         Meswani may be deemed to be                                                              Shri K. V. Chowdary may be deemed to be
                                                 08485334) as an Additional Director of the
         interested in the resolution set out                                                     interested in the resolution to the extent of
                                                 Company with effect from October 18, 2019.
         at Item No. 5 of the Notice.                                                             their shareholding, if any, in the Company.
                                                 Pursuant to Section 161(1) of the Act, Shri
         The other relatives of Shri Hital R.    K. V. Chowdary holds office up to the date       Save and except the above, none of the
         Meswani may be deemed to be             of this meeting.                                 other Directors / Key Managerial Personnel
         interested in the resolution set out                                                     of the Company / their relatives are, in any
                                                 Shri K. V. Chowdary is not disqualified from
         at Item No. 5 of the Notice, to the                                                      way, concerned or interested, financially or
                                                 being appointed as a director in terms of
         extent of their shareholding, if any,                                                    otherwise, in the resolution.
                                                 Section 164 of the Act and has given his
         in the Company.
                                                 consent to act as a director.                    This statement may also be regarded as an
         Save and except the above,                                                               appropriate disclosure under the Act and
                                                 Details of Shri K. V. Chowdary are provided
         none of the other Directors /                                                            the Listing Regulations.
                                                 in the “Annexure” to the Notice, pursuant
         Key Managerial Personnel of the
                                                 to the provisions of (i) the Securities and      The Board commends the Ordinary
         Company / their relatives are, in
                                                 Exchange Board of India (Listing Obligations     Resolution set out at Item No. 6 of the
         any way, concerned or interested,
                                                 and Disclosure Requirements) Regulations,        Notice for approval by the members.
         financially or otherwise, in
                                                 2015 (“Listing Regulations”) and (ii)
         the resolution.
                                                 Secretarial Standard on General Meetings
		The Board commends the                        issued by the Institute of Company
   Ordinary Resolution set out at Item           Secretaries of India. He shall be paid
   No. 5 of the Notice for approval              remuneration by way of fee for attending
   by the members.                               meetings of the Board or Committees
                                                 thereof or for any other purpose as may

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

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

428     Naye India Ka Naya Josh
Corporate   Management   Governance   Financial    Notice
                                                                                    Overview    Review                    Statements

In accordance with the provisions of Section 148 of the Companies Act, 2013 (“the Act”) read with the Companies (Audit and Auditors)
Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board, has to
be ratified by the members of the Company.
Accordingly, ratification by the members is sought for the remuneration payable to the Cost Auditors for the financial year ending March 31,
2021 by passing an Ordinary Resolution as set out at Item No. 7 of the Notice.
None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or
otherwise, in the resolution.
The Board commends the Ordinary Resolution set out at Item No. 7 of the Notice for ratification by the members.

                                                                                                             By Order of the Board of Directors

                                                                                                                              K. Sethuraman
                                                                                                                Group Company Secretary and
                                                                                                                     Chief Compliance Officer

Mumbai, June 20, 2020

Registered Office:
3rd Floor, Maker Chambers IV, 222,
Nariman Point,
Mumbai 400 021
CIN: L17110MH1973PLC019786
Website: www.ril.com
E-mail: investor.relations@ril.com
Tel.: +91 22 3555 5000
Fax: +91 22 2204 2268

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Notice (contd)
                                                                                                                                  Reliance Industries Limited
                                                                                                                            Integrated Annual Report 2019-20

ANNEXURE TO THE NOTICE DATED JUNE 20, 2020
DETAILS OF DIRECTORS RETIRING BY ROTATION / SEEKING APPOINTMENT / RE-APPOINTMENT AT THE
MEETING
Shri Hital R. Meswani
Age                                                                    51 years
Qualifications                                                         •		 Honours in Management & Technology Programme from University of
                                                                            Pennsylvania (UPENN), U.S.A.
                                                                       •		 Bachelor of Science in Chemical Engineering from School of
                                                                           Engineering and Applied Sciences, UPENN
                                                                       •		 Bachelor of Science in Economics from Wharton Business School
Experience (including expertise in specific functional area) / Brief   Vast experience in petroleum and petrochemicals industry. Please refer
Resume                                                                 Company’s website: www.ril.com for detailed profile.
Terms and Conditions of Re-appointment                                 As per the resolution at Item No. 5 of the Notice convening this Meeting read
                                                                       with explanatory statement thereto, Shri Hital R. Meswani is proposed to be
                                                                       re-appointed as a Whole-time Director.
Remuneration last drawn                                                ` 24 crore (for remuneration details, please refer the Corporate Governance
(FY 2019-20)                                                           Report)
Remuneration proposed to be paid                                       As per the resolution at Item No. 5 of the Notice convening this Meeting
                                                                       read with explanatory statement thereto and the resolution passed by the
                                                                       shareholders at the Annual General Meeting held on June 18, 2014
Date of first appointment on the Board                                 August 4, 1995
Shareholding in the Company as on March 31, 2020                       32,23,772 equity shares of ` 10/- each
Relationship with other Directors / Key Managerial Personnel           Brother of Shri Nikhil R. Meswani, Whole-time Director and not related to any
                                                                       other Director / Key Managerial Personnel
Number of meetings of the Board attended during the financial year     7
(2019-20)
Directorships of other Boards as on March 31, 2020                     Reliance Industrial Investments and Holdings Limited
                                                                       Reliance Commercial Dealers Limited
                                                                       The Indian Film Combine Private Limited
Membership / Chairmanship of Committees of other Boards as on          The Indian Film Combine Private Limited
March 31, 2020                                                         Audit Committee- Chairman
                                                                       Nomination and Remuneration Committee- Member
                                                                       Corporate Social Responsibility Committee – Chairman

Shri P.M.S. Prasad
Age                                                                    68 years
Qualifications                                                         Bachelor Degree in science from Osmania University and in Engineering from
                                                                       Anna University
Experience (including expertise in specific functional area) / Brief   Vast experience in Petroleum and Petrochemical industry. Please refer
Resume                                                                 Company’s website: www.ril.com for detailed profile.
Terms and Conditions of Re-appointment                                 In terms of Section 152(6) of the Companies Act, 2013, Shri P.M.S. Prasad who
                                                                       was re-appointed as a Whole-time Director at the Annual General Meeting
                                                                       held on August 12, 2019, is liable to retire by rotation.
Remuneration last drawn                                                ` 11.15 crore (for remuneration details, please refer the Corporate Governance
                                                                       Report)
Remuneration proposed to be paid                                       As per existing approved terms and conditions
Date of first appointment on the Board                                 August 21, 2009
Shareholding in the Company as on March 31, 2020                       6,00,000 equity shares of ` 10/- each
Relationship with other Directors / Key Managerial Personnel           Not related to any Director / Key Managerial Personnel
Number of meetings of the Board attended during the financial year     7
(2019-20)
Directorships of other Boards as on March 31, 2020                     Reliance Commercial Dealers Limited
                                                                       Viacom18 Media Private Limited
                                                                       Network18 Media & Investments Limited
                                                                       TV18 Broadcast Limited

430      Naye India Ka Naya Josh
Corporate    Management   Governance   Financial    Notice
                                                                                        Overview     Review                    Statements

Shri P.M.S. Prasad
Membership / Chairmanship of Committees of other Boards as on          Reliance Commercial Dealers Limited
March 31, 2020                                                         Nomination and Remuneration Committee – Chairman
                                                                       Corporate Social Responsibility Committee – Member
                                                                       Network18 Media & Investments Limited
                                                                       Stakeholders’ Relationship Committee – Member
                                                                       Corporate Social Responsibility Committee – Member
                                                                       Audit Committee - Member
                                                                       Nomination and Remuneration Committee – Member
                                                                       Risk Management Committee - Member
                                                                       TV18 Broadcast Limited
                                                                       Corporate Social Responsibility Committee – Member
                                                                       Stakeholders’ Relationship Committee – Member
                                                                       Audit Committee - Member
                                                                       Nomination and Remuneration Committee – Member
                                                                       Risk Management Committee - Member
                                                                       Viacom18 Media Private Limited
                                                                       Corporate Social Responsibility Committee – Member

Shri K.V. Chowdary
Age                                                                    65 years
Qualifications                                                         Graduation in Mathematics from Loyola College, Chennai and Post-
                                                                       Graduation in Mathematics from IIT, Chennai
Experience (including expertise in specific functional area) / Brief   Retired as Chairman of Central Board of Direct Taxes (CBDT). Please refer
Resume                                                                 Company’s website: www.ril.com for detailed profile
Terms and Conditions of Appointment                                    As per the resolution at Item No. 6 of the Notice convening this Meeting read
                                                                       with explanatory statement thereto, Shri K.V. Chowdary is proposed to be
                                                                       appointed as a Director
Remuneration last drawn (including sitting fees, if any)               ` 0.66 crore (for remuneration details, please refer the Corporate
                                                                       Governance Report)
Remuneration proposed to be paid                                       As per the resolution at Item No. 6 of the Notice convening this Meeting and
                                                                       the resolution passed by the shareholders at the Annual General Meeting
                                                                       held on June 18, 2014
Date of first appointment on the Board                                 October 18, 2019
Shareholding in the Company as on March 31, 2020                       Nil
Relationship with other Directors / Key Managerial Personnel           Not related to any Director / Key Managerial Personnel
Number of meetings of the Board attended during the financial year     5 (appointed w.e.f. October 18, 2019)
(2019-20)
Directorships of other Boards as on March 31, 2020                     CCL Products (India) Limited
                                                                       Divi’s Laboratories Limited
Membership / Chairmanship of Committees of other Boards as on          CCL Products (India) Limited
March 31, 2020                                                         Audit Committee – Member
                                                                       Divi’s Laboratories Limited
                                                                       Audit Committee – Member
                                                                       Compensation, Nomination and Remuneration Committee- Member
                                                                       Stakeholders’ Relationship Committee – Member

                                                                                                                  By Order of the Board of Directors

                                                                                                                                   K. Sethuraman
                                                                                                                     Group Company Secretary and
                                                                                                                          Chief Compliance Officer
Mumbai, June 20, 2020

Registered Office:
3rd Floor, Maker Chambers IV, 222,
Nariman Point,
Mumbai 400 021
CIN: L17110MH1973PLC019786
Website: www.ril.com
E-mail: investor.relations@ril.com
Tel.: +91 22 3555 5000
Fax: +91 22 2204 2268
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