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 429
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 431
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