disclosure document dated april 13, 2020 · registered office: 3rd floor, maker chambers iv, 222,...

Disclosure Document

For private circulation only

CIN - L17110MH1973PLC019786

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

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

DISCLOSURE DOCUMENT DATED APRIL 13, 2020 Disclosure Document for issue by way of private placement by Reliance Industries Limited (“RIL” or the “Company” or the “Issuer”) of (i) 30,000 unsecured redeemable fixed coupon, non-convertible debentures - PPD Series K1 of the face value of Rs. 10,00,000 each, with marketable lot of one, for cash aggregating to Rs. 3,000 Crore with an option to retain oversubscription up to Rs. 1,500 Crore aggregating to Rs. 4,500 Crore (“Fixed Rate Debentures” or “PPD Series K1 Debentures”); and (ii) 35,000 unsecured redeemable floating coupon, non-convertible debentures - PPD Series K2 of the face value of Rs. 10,00,000 each, with marketable lot of one, for cash aggregating to Rs.3,500 Crore with an option to retain oversubscription up to Rs. 1,000 Crore aggregating to Rs. 4,500 Crore (“Floating Rate Debentures” or “PPD Series K2 Debentures”). The Fixed Rate Debentures and Floating Rate Debentures shall collectively be referred to as “Debentures” and the issuance of Debentures shall collectively be referred to as “Issue”. The Issue would be under the electronic book mechanism for issuance of debt securities on private placement basis as per the Securities and Exchange Board of India (“SEBI”) circular no. SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018 and any amendments thereto (“SEBI EBP Circular”) read with the “Updated Operational Guidelines for issuance of Securities on Private Placement basis through an Electronic Book Mechanism” issued by BSE vide their Notice No. 20180928-24 dated September 28, 2018 and any amendments thereto (“BSE EBP Guidelines”, together with the SEBI EBP Circular referred to as the “Operational Guidelines”). The Company intends to use the BSE BOND-EBP Platform (as defined in Section 1 titled “Definitions”) for this Issue. THIS DISCLOSURE DOCUMENT IS BEING UPLOADED ON THE BSE BOND-EBP PLATFORM TO COMPLY WITH THE OPERATIONAL GUIDELINES AND AN OFFER WILL BE MADE BY ISSUE OF THE PRIVATE PLACEMENT OFFER CUM APPLICATION LETTER (“PPOAL”) AFTER COMPLETION OF THE BIDDING PROCESS ON ISSUE / BID CLOSING DATE TO SUCCESSFUL BIDDERS IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013, AS AMENDED (THE “COMPANIES ACT”), AND RULES ISSUED THEREUNDER. This document provides disclosures in accordance with the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 as amended (the “SEBI ILDS Regulations”) and provides additional disclosures in Section 4 (Additional Disclosures). The Eligible Participants (as defined in Section 1 titled “Definitions”) must evaluate the disclosures in the Disclosure Document for taking their investment decision.

GENERAL RISKS

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

CREDIT RATING

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

LISTING

The Debentures are proposed to be separately listed on Negotiated Trade Reporting Platform under new debt market of the National Stock Exchange of India Limited (“NSE”) and the Wholesale Debt Market segment BSE Limited (“BSE”). NSE and BSE shall be collectively referred to as the “Stock Exchanges”. BSE shall be the designated stock exchange for the Issue. The Issuer shall comply with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “SEBI LODR Regulations”) to the extent applicable to it on a continuous basis. NSE has given its in-principle listing approval for the Debentures proposed to be offered through this Disclosure Document vide its letter dated April 13, 2020 and BSE has given its in-principle listing approval for the Debentures proposed to be offered through this Disclosure Document vide its letter dated April 13, 2020. Please refer to Annexures N and O to this Disclosure Document for the in-principle listing approvals.

ISSUE PROGRAMME

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

April 16, 2020 April 16, 2020 April 17, 2020 April 17, 2020

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

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

DEBENTURE TRUSTEE REGISTRAR & TRANSFER AGENT

Axis Trustee Services Limited

CIN: U74999MH2008PLC182264 The Ruby, 2nd Floor, SW

29, Senapati Bapat Marg, Dadar West Mumbai – 400 028 Tel: 91-22–6230 0451

Fax: +91-22-6230 0700 Website Address: www.axistrustee.com

E-mail: [email protected]

Link Intime India Private Limited CIN: U67190MH1999PTC118368

C-101, 247 Park, L B S Marg, Vikhroli West, Mumbai 400 083

Tel: +91-22-4918 6200 Fax: +91-22-4918 6060

Website Address: www.linkintime.co.in Email: [email protected]

Strictly Confidential Disclosure Document


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TABLE OF CONTENTS

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

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

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

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

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

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

2.2.2 Corporate Structure ....................................................................................................... 26

2.2.3 Key Operational and Financial Parameters for the last 3 Audited years ................. 31

2.2.4 Project cost and means of financing, in case of funding new projects ................... 33

2.2.5 Objects of the Issue ....................................................................................................... 33

2.3 Brief history of the Issuer since its incorporation ...................................................... 34

2.3.1 Details of Share Capital as on last quarter end i.e. December 31, 2019 .................. 34

2.3.2 Changes in Capital structure as on last quarter end, i.e. December 31, 2019 for the last 5 years* ..................................................................................................................... 34

2.3.3 Equity Share Capital History of the Company as on last quarter end i.e. December 31, 2019 for the last 5 Years .......................................................................................... 34

2.3.4 Details of any Acquisition or Amalgamation in the last 1 year ................................. 42

2.3.5 Details of any Reorganization or Reconstruction in the last 1 year ......................... 45

2.4 Details of the shareholding of the Company as on the latest quarter end i.e. December 31, 2019 ......................................................................................................... 45

2.4.1 Shareholding pattern of the Company as on last quarter end i.e. December 31, 2019* .......................................................................................................................................... 45

2.4.2 List of top 10 holders of equity shares of the Company as on the latest quarter end i.e. December 31, 2019 ................................................................................................... 46

2.5 Details regarding the Directors of the Company ........................................................ 47

2.5.1 Details of the current Directors of the Company as of the date of this Disclosure Document ........................................................................................................................ 47

2.5.2 Details of change in Directors since last three years ................................................ 50

2.6 Details regarding the Auditors of the Company ......................................................... 51

2.6.1 Details of the statutory auditors of the Company ....................................................... 51

2.6.2 Details of change in statutory auditors since last three years ................................. 51

2.7 Details of borrowings of the Company as on latest quarter ended i.e. December 31, 2019 .................................................................................................................................. 51

2.7.1 Details of Secured Loan Facilities* .............................................................................. 52

2.7.2 Details of Unsecured Loan Facilities (as on December 31, 2019)* ........................... 52

2.7.3 Details of NCDs outstanding as of December 31, 2019 ............................................. 60

2.7.4 List of top 10 Debenture Holders (on the basis of NCDs outstanding) as on December 31, 2019 ............................................................................................................................ 61

2.7.5 The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, group company, etc.) on behalf of whom it has been issued as on December 31, 2019 .............................................. 67

2.7.6 Details of Commercial Papers....................................................................................... 68

2.7.7 Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures/ Preference Shares) as on December 31, 2019 ................. 68

2.7.8 Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years ............................................. 69

2.7.9 Details of any outstanding borrowings taken/ debt securities issued where taken/ issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option ............................................ 69



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2.8 Details of Promoters of the Company .......................................................................... 69

2.9 Abridged version of Financial information for the last 3 years ................................ 72

2.9.1 Abridged version of Audited Consolidated financial information for the last three years ................................................................................................................................ 72

2.9.2 Abridged version of Audited Standalone financial information for the last three years .......................................................................................................................................... 73

2.9.3 Abridged version of Latest Limited Review Half Yearly Consolidated financial information ...................................................................................................................... 74

2.9.4 Abridged version of Latest Limited Review Half Yearly Standalone financial information ...................................................................................................................... 75

2.9.5 Abridged version of Latest Limited Review Quarterly Consolidated financial information ...................................................................................................................... 75

2.9.6 Abridged version of Latest Limited Review Quarterly Stand-alone financial information ...................................................................................................................... 76

2.10 Any material event/ development or change having implications on the financials/ credit quality (i.e. any material regulatory proceedings against the Issuer/ promoters, tax litigations resulting in material liabilities, corporate restructuring event etc.) at the time of issue which may affect the issue or the investor’s decision to invest/ continue to invest in the debt securities. ................................................... 76

2.11 Debenture Trustee .......................................................................................................... 76

2.12 Credit Rating of Debentures .......................................................................................... 77

2.13 Guarantee or comfort for the Debentures ................................................................... 77

2.14 Consent letter from the Debenture Trustee ................................................................. 77

2.15 Listing of Debentures ..................................................................................................... 77

2.16 Other Details ................................................................................................................... 78

3. ISSUE DETAILS WITH RESPECT TO FIXED RATE DEBENTURES AND FLOATING RATE DEBENTURES* ..................................................................................................... 94

4. ADDITIONAL DISCLOSURES ...................................................................................... 100

5. DISCLOSURES PERTAINING TO WILFUL DEFAULT ............................................... 106

ANNEXURE A ............................................................................................................................ 108

ANNEXURE B ............................................................................................................................ 109

ANNEXURE C ............................................................................................................................ 120

ANNEXURE D ............................................................................................................................ 139

ANNEXURE E ............................................................................................................................. 140

ANNEXURE F ............................................................................................................................. 141

ANNEXURE G ............................................................................................................................ 143

ANNEXURE H ............................................................................................................................ 153

ANNEXURE I .............................................................................................................................. 162

ANNEXURE J ............................................................................................................................. 163

ANNEXURE K ............................................................................................................................ 164

ANNEXURE L ............................................................................................................................. 165

ANNEXURE M ............................................................................................................................ 166

ANNEXURE N ............................................................................................................................ 169

ANNEXURE O ............................................................................................................................ 171

ANNEXURE P ............................................................................................................................. 173

ANNEXURE Q ............................................................................................................................ 177



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

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

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

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

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

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

deemed to constitute an offer of the Debentures under the Companies Act to the public in general. The

contents of this Disclosure Document should not be construed to be an offer within the meaning of

Section 42 of the Companies Act. This Disclosure Document shall be uploaded on the BSE BOND-

EBP Platform to comply with the Operational Guidelines and an offer shall only be made upon

the issue of the PPOAL to successful bidders after the completion of the bidding process.

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

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

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

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

under new debt market of NSE website after the final listing of the Debentures. This Disclosure

Document does not purport to contain all the information that any Eligible Participant may require.

Neither this Disclosure Document nor any other information supplied in connection with the Issue is

intended to provide the basis of any credit or other evaluation and any recipient of this Disclosure

Document should not consider such receipt a recommendation to subscribe to the Issue or purchase

any Debentures. Each Eligible Participant contemplating subscribing to the Issue or purchasing any

Debentures should make its own independent investigation of the financial condition and affairs of the

Issuer and its own appraisal of the creditworthiness of the Issuer as well as the structure of the Issue.

Eligible Participants should consult their own financial, legal, tax and other professional advisors as to

the risks and investment considerations arising from an investment in the Debentures. It is the

responsibility of successful bidders to also ensure that they will sell these Debentures strictly in

accordance with this Disclosure Document and Applicable Laws, so that the sale does not constitute

an offer to the public, within the meaning of the Companies Act. Neither the intermediaries, nor their

agents, nor advisors associated with the Issue undertake to review the financial condition or any of the

affairs of the Issuer contemplated by this Disclosure Document or have any responsibility to advise any

Eligible Participant or successful bidders on the Debentures of any information coming to the attention

of any other intermediary.

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

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

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

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

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

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

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

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

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

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

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

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

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

in connection with the Issue.

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



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

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

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

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

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

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

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

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

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

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

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

of the Operational Guidelines.

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

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

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

Operational Guidelines) shall be rejected without assigning any reason.

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

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

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

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

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

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

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

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

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

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

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

the proposed Issue described in this Disclosure Document.

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

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

subsequent events without first confirming its accuracy with the Issuer.

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

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

the affairs of the Issuer since the date hereof.

Each person receiving the Disclosure Document acknowledges that:

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

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

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

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

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

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

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

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

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

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



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

Disclosure Document.

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

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

subsequent events without first confirming its accuracy with the Issuer.

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

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

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

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

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

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

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

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

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

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

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

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

DISCLAIMER OF THE STOCK EXCHANGES

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

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

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

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

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

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

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

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

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

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

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

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

stated herein or any other reason whatsoever.

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

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

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

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

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

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

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

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

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

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

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

Disclosure Document.

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

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

DISCLAIMER OF SEBI

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

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

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

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

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

DISCLAIMER IN RESPECT OF JURISDICTION

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

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

or invitation in such jurisdiction.

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

Maharashtra, India.

FORCE MAJEURE

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

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

economic and regulatory environment or otherwise.

CONFIDENTIALITY

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

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

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

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

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

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

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

CAUTIONARY NOTE



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

such loss or losses that they may suffer.

FORWARD LOOKING STATEMENTS

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

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

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

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

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

and other information that is not historical information.

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

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

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

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

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

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

and other forward-looking statements will not be achieved.

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

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

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

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

to India, especially in relation to the telecom sector;

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

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

d. our ability to successfully implement our business strategy;

e. our ability to manage operating expenses;

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



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

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

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

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

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

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

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

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

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

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

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

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

or circumstances after the date hereof.

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

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

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

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

1. DEFINITIONS AND ABBREVIATIONS

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

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

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

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

and bodies corporate.

TERM DESCRIPTION

Articles or Articles of Association

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

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

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

Issuer, after completion of the bidding process

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

Base Issue Size For Fixed Rate Debentures:



9

TERM DESCRIPTION

30,000 (Thirty Thousand) Unsecured Redeemable Non-Convertible Debentures – PPD Series K1 of the face value of Rs. 10 Lakh each, aggregating up to Rs. 3,000 Crore For Floating Rate Debentures: 35,000 (Thirty Five Thousand) Unsecured Redeemable Non-Convertible Debentures – PPD Series K2 of the face value of Rs. 10 Lakh each, aggregating up to Rs. 3,500 Crore

Board or Board of Directors

The Board of Directors of RIL

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

Business Day Convention

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

BSE BOND-EBP Platform

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

Coupon Payment Date(s), as applicable to (i) PPD Series K1 Debentures; and (ii) PPD Series K2 Debentures

April 17 of every year till Redemption Date(s). If this is not a Business Day, then as per the Business Day Convention. The last Coupon Payment Date will be the Redemption Date.

Coupon Rate For Fixed Rate Debentures: 7.20% per annum, payable annually at the end of every year from the Deemed Date of Allotment For Floating Rate Debentures: The sum of the prevailing Repo Rate fixed by the Reserve Bank of India and the applicable Spread, payable annually at the end of every year from the Deemed Date of Allotment The current effective Coupon Rate as on date of this Disclosure Documents is 7.20% p.a. (current Repo Rate of 4.40% p.a. and Spread of 2.80% p.a.)

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

Debentures Collectively, the Fixed Rate Debentures and the Floating Rate Debentures



10

TERM DESCRIPTION

Debenture Holder(s)/ Beneficial Owner(s)

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

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

Debenture Trustee Appointment Agreement

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

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

Debenture Trustee Regulations

SEBI (Debenture Trustees) Regulations, 1993, as amended

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

Depository Participant/ DP

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

Designated Stock Exchange

BSE Limited

Directors The directors of RIL

Disclosure Document This disclosure document dated April 13, 2020

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

Fixed Rate Debentures / PPD Series K1 Debentures

Unsecured Redeemable Non-Convertible Debentures, bearing coupon rate 7.20 % p.a. – PPD Series K1 of the face value of Rs. 10 Lakh each for cash aggregating Rs. 3,000 Crore with an option to retain oversubscription up to Rs. 1,500 Crore

Floating Rate Debentures / PPD Series K2 Debentures

Unsecured Redeemable Non-Convertible Debentures, bearing coupon rate equivalent to the sum of the Spread of 2.80% and the prevailing Repo Rate prescribed by the RBI p.a.– PPD Series K2 of the face value of Rs. 10 Lakh each for cash aggregating Rs. 3,500 Crore with an option to retain oversubscription up to Rs. 1,000 Crore

Finance Committee Finance Committee of the Board of Directors

Governmental Authority

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

Green Shoe Amount For Fixed Rate Debentures: Up to 15,000 (Fifteen Thousand) Unsecured Redeemable Non-Convertible Debentures – PPD Series K1 of the face value of Rs. 10 Lakhs each, aggregating up to Rs. 1,500 Crore For Floating Rate Debentures:



11

TERM DESCRIPTION

Up to 10,000 (Ten Thousand) Unsecured Redeemable Non-Convertible Debentures – PPD Series K2 of the face value of Rs. 10 Lakhs each, aggregating up to Rs. 1,000 Crore

Issue / Private Placement

Private placement by RIL of PPD Series K1 Debentures and PPD Series K2 Debentures

Issue Size For Fixed Rate Debentures (PPD Series K1 Debentures): Unsecured Redeemable Non-Convertible Debentures – PPD Series K1 of the face value of Rs. 10 Lakhs each, for cash aggregating to Rs. 3,000 Crore, with an option to retain oversubscription up to Rs. 1,500 Crore; For Floating Rate Debentures (PPD Series K2 Debentures): Unsecured Redeemable Non-Convertible Debentures – PPD Series K2 of the face value of Rs. 10 Lakhs each, for cash aggregating to Rs. 3,500 Crore, with an option to retain oversubscription up to Rs. 1,000 Crore.

Memorandum / Memorandum of Association

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

Private Placement Offer Cum Application Letter / PPOAL

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

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

Redemption Date as applicable to (i) PPD Series K1 Debentures; and (ii) PPD Series K2 Debentures

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

Repo Rate The policy repo rate as announced by the RBI from time to time,

which is 4.40% per annum on the date of this Disclosure Document.

Registrar / Registrar and Transfer Agent

Link Intime India Private Limited, as the registrar and transfer agent to the Issue

Spread In relation to Floating Rate Debentures, it shall mean 2.80% per

annum. The Spread will remain fixed for the tenor of the Floating

Rate Debentures.

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

Stock Exchanges NSE and BSE

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

Abbreviations

& And

1H 1st half of the FY

1Q 1st quarter of the FY



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2Q 2nd quarter of the FY

3Q 3rd quarter of the FY

4Q 4th quarter of the FY

4G 4th Generation

BP British Petroleum Plc

BSE BSE Limited

CARE CARE Ratings Limited

CBM Coal Bed Methane

CDSL Central Depository Services (India) Limited

Cr Crore

CRISIL CRISIL Limited

CY Calendar Year

DRR Debenture Redemption Reserve

DTA Domestic Tariff Area

EBIT Earnings Before Interest and Tax

EBITDA Earnings Before Interest, Tax, Depreciation and Amortization

EBP Electronic Book Provider

ECA Export Credit Agency

ECB External Commercial Borrowings

ECGC Export Credit Guarantee Corporation of India Limited

EO Ethylene Oxide

FCY Foreign Currency

FPSO Floating Production Storage and Offloading

FTTH Fibre to the home

FY Financial Year

GoI Government of India

GRM Gross Refining Margin

HDPE High Density Poly Ethylene

HSD High Speed Diesel

HSE Health, Safety, Environment

ICRA ICRA Limited

Ind AS Indian Accounting Standards

ISIN International Securities Identification Number

IUC Interconnection Usage Charges

JOA Joint Operating Agreement

JPL Jio Platforms Limited

JV Joint Venture

LDPE Low Density Polyethylene

LLDPE Linear Low-Density Polyethylene

LPG Liquefied Petroleum Gas

LTE Long Term Evolution

MEG Mono Ethylene Glycol

MHz Megahertz

MBPD Million Barrels Per Day

MMBTU Million Metric British Thermal Units

MMSCMD Million Standard Cubic Meter Per Day

MMT Million Tonnes

MMTPA Million Tonnes Per Annum

N.A. Not Applicable

NEFT National Electronic Funds Transfer

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

NTRP Negotiated Trade Reporting Platform



13

OTT Over-the-top

p.a. Per annum

PAN Permanent Account Number

PAT Profit After Tax

PBR Polybutadiene Rubber

PBT Profit Before Tax

PE Polyethylene

PET Poly Ethylene Terephthalate

PFY Polyester Filament Yarn

POY Partially Oriented Yarn

PI Participating Interest

PP Poly Propylene

PPD Private Placement of Debentures

PPOAL Private Placement Offer Cum Application Letter

PSC Production Sharing Contract

PSF Polyester Staple Fibre

PTA Purified Terepthalic Acid

PVC Poly Vinyl Chloride

PX Paraxylene

R&D Research and Development

R&M Refining and Marketing

RBI Reserve Bank of India

RIL or Reliance Reliance Industries Limited

ROC Registrar of Companies

RJIL or Jio Reliance Jio Infocomm Limited

ROGC Refinery Off Gas Cracker

Rs. Indian Rupees

RSC Revenue Sharing Contract

RTGS Real Time Gross Settlement

SBR Styrene Butadiene Rubber

SEZ Special Economic Zone

SEBI Securities and Exchange Board of India

TDS Tax Deducted at Source

UL Up Link

USA United States of America

USD or US$ or $ United States Dollar

UV Unique Visitors

VLEC Very Large Ethane Carrier

VoLTE Voice Over LTE

w.e.f. with effect from

WDM Wholesale Debt Market

Wi-Fi Wireless local area

y-o-y Year on Year

2. ISSUER INFORMATION

2.1 About the Issuer

Reliance was founded and promoted by Shri Dhirubhai H. Ambani. The issuer was incorporated on May 8, 1973 as Mynylon Limited in the State of Karnataka in India. The Issuer obtained the certificate of commencement of business on January 28, 1976. The name of Mynylon Limited was changed to Reliance Textile Industries



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Limited w.e.f. March 11, 1977 and the registered office was shifted to the State of Maharashtra w.e.f. August 5, 1977. The name of the Issuer was again changed from Reliance Textile Industries Limited to Reliance Industries Limited w.e.f. June 27, 1985.

Name Reliance Industries Limited

Corporate Identity Number (CIN) L17110MH1973PLC019786

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

Mumbai – 400 021, Maharashtra, India

Tel No: +91-22-3555 5000

Fax No: +91-22-2204 2268

E-mail: [email protected] Corporate Office of the Issuer 3rd Floor, Maker Chambers IV, 222, Nariman Point,


Tel No: +91-22-3555 5000

Fax No: +91-22-2204 2268


Compliance Officers of the Issuer K. Sethuraman

Group Company Secretary and Chief Compliance

Officer

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


Tel No: +91-22-3555 5000

Fax No: +91-22-2204 2268

Email: [email protected]

Savithri Parekh

Joint Company Secretary and Compliance Officer



Tel No: +91-22-3555 5000

Fax No: +91-22-2204 2268


mailto:[email protected]



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CFO of the Issuer Alok Agarwal

Chief Financial Officer



Tel No: +91-22-3555 5000

Fax No: +91-22-2204 2268

Srikanth Venkatachari

Joint Chief Financial Officer



Tel No: +91-22-3555 5000

Fax No: +91-22-2204 2268

Arranger HDFC Bank Limited

Investment Banking, Peninsula Business Park,

4th Floor, Tower B, Senapati Bapat Marg,

Lower Parel – (W), Mumbai – 400 013

Tel No. 022-33958150

Fax No. 022-30788584


Axis Bank Limited Axis House, 8th Floor, C-2, Wadia International Centre, P.B. Marg, Worli, Mumbai, 400 025 Tel No: +91 22 2425 2882 Fax No: +91 22 2425 2800 Email: [email protected]

Trustee of the Issue Axis Trustee Services Limited

The Ruby, 2nd Floor, SW

29, Senapati Bapat Marg,

Dadar West, Mumbai – 400 028, Maharashtra,

India

Tel: +91-22-6230 0451

Fax: +91-22-6230 0700

Website Address: www.axistrustee.com


Registrar & Transfer Agent of the

Issue

Link Intime India Private Limited

C-101, 247 Park, L B S Marg,

Vikhroli West, Mumbai 400 083,

Maharashtra, India

Tel: +91 22 4918 6200

Fax: +91 22 4918 6060

Website Address: www.linkintime.co.in


mailto:[email protected]



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Credit Rating Agencies of the

Issue

(i) CRISIL Limited

CRISIL House, Central Avenue, Hiranandani

Business Park, Powai, Mumbai – 400 076,

Maharashtra, India

Tel: +91-22-3342 3000

Fax: +91-22-4040 5800

Website Address: www.crisil.com


(ii) CARE Ratings Limited

4th Floor, Godrej Coliseum,

Somaiya Hospital Road,

Off Eastern Express Highway,

Sion (E), Mumbai – 400 022

Tel: +91-22-6754 3456

Fax: +91-22-6754 3457

Website Address: www.careratings.com


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

12th Floor, The Ruby,


Dadar (West), Mumbai 400 028

Tel: +91-22-6192 0000

Fax: +91-22-6192 1000

(ii) D T S & Associates LLP, Chartered

Accountants

Suite # 1306-1307, Lodha Supremus,

Senapati Bapat Marg,

Lower Parel, Mumbai 400 013

Tel: + 91-22-4945 4050

Fax: +91-22-4945 4010

Legal Advisors to the Issue Khaitan & Co.,

One Indiabulls Centre, 10th &13th Floor,

Tower 1, 841 Senapati Bapat Marg,

Mumbai, Maharashtra 400 013

Tel: + 91-22-6636 5000

Fax: +91-22-6636 5050

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

2.2.1 Overview



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RIL is India’s largest private sector company, with a consolidated turnover of Rs. 622,809 crore (US$ 90.1 billion), cash profit of Rs. 64,478 crore (US$ 9.3 billion), and net profit of Rs. 39,588 crore (US$ 5.7 billion) for the year ended March 31, 2019. The core of RIL’s success has been strong integration between its refining and petrochemicals operations. The Company now has operations that span the refining and marketing of petroleum products, manufacturing of polyester products, fibre intermediates, plastics, polymer intermediates, chemicals, elastomers, synthetic textiles and fabrics, exploration and production of oil and gas. Through its subsidiaries, the Company has operations in digital services, retail and media. RIL is the first private sector company from India to feature in Fortune’s Global 500 list of ‘World’s Largest Corporations’. The Company has moved up 42 places to current ranking of 106 from 148 last year to become the highest ranking Indian firm on the Fortune’s Global 500 list and ranked in the top 100 profitable companies in the Fortune Global 500 list. RIL stands 71st in the ‘Forbes Global 2000’ rankings for 2019 – the highest named among Indian companies. RIL ranks amongst LinkedIn’s ‘Top Companies Where India Wants to Work Now’ (2019). For the quarter ended December 31, 2019, the Company has achieved consolidated turnover of Rs. 1,68,858 crore (US$ 23.7 billion) with cash profit of Rs. 18,511 crore (US$ 2.6 billion) and net profit of Rs. 11,640 crore (US$ 1.6 billion). Refining and Marketing (R&M) The Company owns and operates two refineries in Jamnagar in the State of Gujarat: Jamnagar Refinery I in the DTA and Jamnagar Refinery II in the SEZ, a specifically delineated duty-free enclave deemed to be a foreign territory for the purposes of trade operations and duties and tariffs. RIL’s refinery at Jamnagar is among the largest and most complex refining assets globally, with a design capacity for processing 1.24 MBPD and has a Complexity Index of 21.1. During FY 2018-19, the Jamnagar refineries processed 64 different grades of crude with throughput of 68.3 MMT, producing a wide range of petroleum products for both domestic consumption and export markets, such as LPG, propylene, propane, naphtha, gasoline, alkylates, jet fuel, diesel and fuel oil. The refinery’s superior configuration gives RIL the ability to process a wide variety of crude and meet differentiated and stringent product specifications. Additionally, RIL has significant flexibility to alter the product slate, thereby capturing opportunities arising due to the evolving product market dynamics. RIL has emerged as the world’s largest player in refining and petrochemicals. Jamnagar supersite ranks 1st in the world, in complexity-barrels, defined as complexity index times crude throughput in barrels per day. The complexity index of the Jamnagar complex, according to KBC, a global refinery consultant, is 21.1 post the start-up of Jamnagar’s expansion projects, including ROGC and downstream units, the paraxylene complex and the petcoke gasification complex. RIL’s asset flexibility and logistics infrastructure allow optimization of crude portfolio to tap opportunities arising out of differential pricing of crudes. RIL optimises the crude diet through a mix of term and spot supply contacts, sourcing the most advantageous crude globally. RIL undertakes regular initiatives focusing on debottlenecking, capacity enhancement, energy conservation and product quality improvement to enhance its competitive strengths. RIL’s refineries are supported by an advanced logistics infrastructure, including captive port facilities, giving access to berthing of ships, ranging from small chemical carriers to very large crude carriers. This enables RIL to benefit from strong crude and product freight economics, along with enhanced cost competitiveness. Further, RIL’s global outreach, including trading



18

offices at key locations like Houston, London, Singapore and Mumbai, gives it a broad coverage for crude supplies and product sinks. Tankages at Rotterdam, Ashkelon and Singapore locations allow RIL to move its selling point closer to consumption hubs and improve responsiveness to market needs. As part of its domestic petroleum marketing business, RIL operates 1,394 retail outlets as of December 31, 2019. During FY 2018-19, revenue from the R&M segment stood at Rs. 3,93,988 crore (US$ 57.0 billion) including inter segment transfers (growth of 28.7% y-o-y). Refining EBIT decreased by 19.8% to Rs. 19,868 crore (US$ 2.9 billion), impacted by volatile crude prices, multiyear low gasoline and naphtha cracks. Gross Refining Margins (GRM) of RIL for a year remained relatively strong at US$9.2/bbl, even in a volatile market. RIL maintained a significant premium of US$4.3/bbl over the benchmark Singapore Complex margins. During 3Q FY 2019-20, R&M segment revenue declined by 7.2% y-o-y to Rs. 103,718 crore (US$ 14.5 billion) while EBIT increased by 11.9% y-o-y to Rs. 5,657 crore (US$ 792 million). R&M segment revenue was impacted by decline in crude prices Y-o-Y. RIL maintained significant premium over Singapore complex margins with product yield optimization to take advantage of firm middle distillate cracks and robust risk management. GRM for 3Q FY 2019-20 was at $ 9.2/bbl Petrochemicals RIL is amongst the world’s leading producer of petrochemicals with global scale capacities across polymers (PE, PP, PVC), polyester (PFY, PSF, PET), fibre intermediates (PX, PTA, MEG) and elastomers (PBR, SBR, Butadiene). RIL has eleven manufacturing locations in India and three in Malaysia. Integration between refining and downstream petrochemical products is among RIL’s key competitive advantages. The deep integration within each chain helps RIL mitigate the impact of price volatility in the global energy and chemical industry. RIL also has a diversified feedstock slate, with both naphtha and gas based crackers, which helps mitigate risk involved with feedstock sourcing and margin volatility. RIL is the largest producer of Paraxylene (PX), the 4th largest producer of purified terephthalic acid (PTA), the 5th largest producer of polypropylene (PP) and the 6th largest producer of mono ethylene glycol (MEG). RIL’s overall petrochemicals production in India during FY 2018-19 was at record 37.7 MMT.

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

Key Petrochemical Products FY 2018-19 FY 2017-18

Polymer

PP 2.9 2.8

PE 2.1 1.4

PVC 0.7 0.7

Ethylene 3.7 2.6

Polyester and intermediates

POY 1.1 1.1

PSF 0.7 0.7

PET 1.2 1.1

PX 4.3 3.7

PTA 4.9 4.7



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Key Petrochemical Products FY 2018-19 FY 2017-18

MEG 1.7 1.2

Elastomer

Butadiene 0.2 0.2

PBR 0.1 0.1

SBR 0.1 0.1

During FY 2018-19, Petrochemicals business delivered its best ever performance, with EBITDA contribution of Rs. 37,645 crore, up 45.6% y-o-y. Petrochemical production was also at a record high of 37.7 MMT, up 16% y-o-y. The strong results were achieved in an environment of declining utilisation rates in key product chains with new supply ramp-up. This demonstrates the resilience of the Reliance business model based on deep inter-linkages between refining and petrochemical chains, feedstock flexibility and the wide product portfolio. While polymer chain margins were impacted by new supplies out of the US Ethane based crackers, polyester chain profitability continued to be robust led by a strong PTA and PX margins. With the commencement of ethane cracking at Nagothane, all the key components of Reliance’s petrochemical investment cycle are now fully contributing to earnings. During FY 2018-19 revenue from the Petrochemicals segment increased by 37.3% y-o-y to Rs. 1,72,065 crore (US$ 24.9 billion), primarily due to higher volumes and prices, which also reflected full benefits of ROGC and Paraxylene capacity expansion projects commissioned last year. During the FY 2018-19, Petrochemicals segment EBIT increased sharply by 51.9% to its highest ever level of Rs. 32,173 crore (US$ 4.7 billion). Strong integrated polyester chain margins offset weakness across the polymer chain, which was impacted by incremental supplies from new US crackers. Petrochemical segment recorded strong EBIT margin of 18.7%, aided by strength in PX margins. During 3Q FY 2019-20 revenue from the Petrochemicals segment decreased by 19.1% Y-o-Y to Rs. 36,909 crore (US$ 5.2 billion) due to lower price realizations across product categories. Petrochemicals segment EBIT was at Rs. 5,880 crore (US$ 824 million), down 28.5% Y-o-Y, with significant decline in margins to near trough level for most petrochemicals products, as a result of new capacity, inventory overhang and global demand slowdown. The impact of lower margins was mitigated to some extent by increasing domestic market sales and optimizing light feed cracking. Domestic markets for Polymer and Polyester remained healthy during 3Q FY 2019-20. Oil and Gas (Exploration and Production) RIL has strong capabilities in offshore (deep-water) exploration and has built expertise in unconventional areas such as CBM and shale gas. KG-D6 fields commissioned in 2008 were the first greenfield deep-water oil and gas production facility developed in India. These fields have now completed over 10 years of uninterrupted production. RIL has drilled over hundred exploratory wells in India’s offshore basins. Further with the development of the Sohagpur Blocks in Madhya Pradesh in 2017, RIL’s CBM project is India’s first large scale unconventional natural gas project. As of December 31, 2019, RIL’s domestic portfolio comprises of conventional oil and gas blocks in Krishna Godavari and Mahanadi basins and two Coal Bed Methane (CBM) blocks, Sohagpur (East) and Sohagpur (West) in Madhya Pradesh.



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RIL’s upstream business encompasses the complete chain of activities from acquisition to exploration, development and production of hydrocarbons, including Shale Gas operations in the USA. The Company has over 20 years of experience in the exploration and production business. Reliance continues to focus on value preservation in the Shale Gas business. In this regard, Reliance is restructuring its Shale Gas assets. The Company currently has two joint ventures in the United States of America engaged in shale gas activities. Reliance-Chevron JV is active in the Marcellus Shale Play in Pennsylvania and Reliance-Ensign JV is active in Eagle Ford Shale in South Texas. The Company continues to optimize operational performance in the remaining USA shale resources through operational improvements, cost leadership and prudent investment approach. The overall strategy remains focused on preserving long-term value through high-grading of land and development portfolio, retaining optionality, improving efficiency and well cost, optimization of well spacing and smart completions for enhanced recoveries. The Company has announced plans to develop existing hydrocarbon discoveries in KG D6 Block. The planned projects are expected to bring onstream additional 30-35 million cubic metres of gas per day, in phases, over 2020-22. With these projects, Reliance will venture into ultra-deepwater and high pressure, high temperature areas – a first in India. During FY 2018-19 revenues for the Oil and Gas segment decreased by 3.8% y-o-y to Rs. 5,005 crore (US$ 724 million). Volumes from domestic upstream fields and US shale were lower because of natural decline and slowdown in development activity. Segment EBIT was Rs. (1,379 crore) (US$(199 million)) as against Rs. (1,536 crore) in the previous year. For FY 2018-19, domestic production (RIL share) was at 58.9 Bcfe, down 25.4% y-o-y and in US Shale (RIL share), business was 94.5 Bcfe, down 32% y-o-y basis. During 3Q FY2019-20, revenue for the Oil & Gas segment decreased by 26.1% Y-o-Y to Rs. 873 crore. Segment EBIT was at Rs. (366 crore) as against Rs. (185 crore) in the corresponding period of the previous year. The segment performance continued to be impacted by declining volume and prices. Domestic production was lower at 11.2 BCFe, down 15.2% Y-o-Y and production in US Shale operations declined by 6.1% to 19.9 BCFe.

Other Major Businesses

Retail

Reliance Retail is the retail initiative of the Company and is at the center of its consumer facing businesses. It has, in a short span of time, built strong and enduring bonds with millions of consumers by providing them unmatched choice, outstanding value proposition, superior quality and store experience. Reliance Retail is India’s largest retailer in terms of reach, scale, infrastructure and revenues. Its operating model is based on customer centricity, while leveraging common centers of excellence in technology, business processes and supply chain. Reliance Retail continues to deliver remarkable results as it nearly doubled its revenues and tripled its profits in FY 2018-19. Reliance Retail’s inclusion in the list of top 100 global retailers is a testimony of its growth and depicts the trust of consumers. Reliance Retail, as India’s largest retail company by turnover, profits and store network, continues to serve the needs



21

and enhance the quality of life for millions of Indians. As on December 31, 2019, it has pan India presence with 11,316 stores across nearly 7,000 towns and cities with an area of over 26.30 million sq. ft. Reliance Retail is engaged in the business of retailing products and services across five key consumption baskets: a) Consumer Electronics, b) Fashion and Lifestyle, c) Grocery, d) Petro Retail and e) Connectivity. Under each consumption basket, Reliance Retail operates multiple customer centric store concepts that provide superior customer experience, focused assortment, attractive price value proposition and best quality products.

Consumer Electronics:

• “Reliance Digital”, an electronics specialty store

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

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

Fashion and Lifestyle:

• “Trends”, India’s leading value fashion retailer

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

accessories for women

• “Trends Man” menswear focused fashion & lifestyle store

• “Trends Footwear ”, India’s leading multi-brand family footwear retail chain

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

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

• “AJIO”, a curated fashion and lifestyle online store

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

lifestyle

Grocery:

• “Reliance Fresh”, a neighborhood grocery store

• “Reliance Smart”, a leading chain of supermarkets

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

• “RelianceSmart.in”, an online grocery store

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

Reliance Petro Retail:



22

RIL operates 1,394 fuel retail outlets across the country. The Company continued to outperform industry volume growth with 11% growth in HSD and 15% growth in MS volumes, Y-o-Y.

During 3Q of FY 2019-20, RIL and BP Global Investment Limited signed definitive agreement relating to formation of their new Indian fuels and mobility joint venture. Building from RIL’s existing businesses, the partners expect the venture to co-create a world class fuels partnership to grow rapidly and help meet India’s fast-growing demands for energy and mobility.

Reliance Brands:

Reliance Retail, through Reliance Brands works with international brands in the premium to luxury segment with a focus on apparel, footwear and lifestyle categories. With a portfolio of over 40 revered international brands, Reliance Brands operates the largest portfolio of premium and luxury brands in India. Over the years, Reliance Brands has emerged as a partner of choice for best international brands. Reliance Brands operates the largest store network of international retail brands in India with over 400 stores.

During the FY 2018-19, Reliance Retail formed several long-term strategic partnerships. These partnerships add significant value to its offerings across all consumption baskets.

• Partnership with Disney to develop and market co-branded (Disney and Reliance in-store brand) SKUs across various categories such as food, fashion, toys and much more

• Reliance Brands formed an exclusive partnership with Mothercare, UK along with the purchase of the current Mothercare India business

• Genesis Luxury Fashion and Genesis Colors, which became a subsidiary of Reliance acquired exclusive rights for Salvatore Ferragamo, an Italian luxury brand

• Reliance Brands announced a partnership with Replay Jeans, Italian leader in the premium denim segment

• Reliance Brands announced a partnership with Williams-Sonoma to bring Pottery Barn, Pottery Barn Kids and West Elm to India

Behind all of Reliance Retail’s stores and omni-channel initiatives is its integrated value chain that connects farmers, small producers, manufacturers, national and international brands to consumers through its pan-India presence of stores, B2B ecosystem and service network.

During FY 2018-19, Reliance Brands launched a new multi-brand store ‘The White Crow’ featuring brands like Diesel, Marc Jacobs, Onitsuka Tiger, etc. The White Crow is a destination store for the world’s finest international brands. Additionally, Reliance, through Reliance Retail acquired from ITC Limited all rights, title, interest, trade-marks and intellectual property in the brand ‘John Players’. John Players is a mid-segment menswear brand with national presence.

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

Digital Services

The Company, through its subsidiary Jio Platforms Limited (JPL), has built a large digital services business. JPL’s subsidiary, RJIL has built a world-class all-IP data strong future proof network with latest 4G LTE technology. It is the only network conceived and born as a Mobile Video Network from the ground up and supporting VoLTE technology. RJIL has built a future



23

ready network with infrastructure and backhaul for offering wireless services, wireline services, FTTH, Enterprise offering, IoT services and other digital services which can easily deploy 5G and beyond technology. RJIL has created an eco-system comprising network, devices, applications and content, service experience and affordable tariffs for everyone to live the ‘Jio Digital Life’.

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

RJIL announced the commencement of its digital services in September 2016. It reached 100 million subscribers within the first 170 days of launch of its services. The services were offered free up to 31 March 2017 and thereafter converted into paid services. RJIL continues its rapid ramp-up of subscriber base and it is now the second largest single-country operator globally with its subscriber base increasing to 370 million as of 31 December 2019. Net subscriber addition for the Company during the past twelve months was 90 million. Jio has become a service provider of choice across customer strata and seen unprecedented growth to market leadership (in terms of Adjusted Gross Revenue and Subscriber base as published by TRAI).

Reliance through RJIL has recently launched JioFiber services for Homes and Enterprise. RJIL is in the process of converting the trial users to paid connections and ramping up sales across these 1,600 cities. RJIL is focused on catalysing the underserved fixed broadband market in India with its next generation FTTX services.

RJIL and Microsoft Corp. announced formation of a new alliance. The alliance will embark on a unique, comprehensive, long-term strategic relationship aimed at accelerating the digital transformation of the Indian economy and society. This 10-year commitment combines the world-class capabilities of both companies to offer a detailed set of solutions comprising connectivity, computing, storage solutions, and other technology services and applications essential for Indian businesses and will span the broad Reliance Industries ecosystem including its existing and new businesses.

In September 2017, TRAI issued regulations to reduce the interconnection usage charge (“IUC”), the charge paid by one mobile telecommunications operator to another when its customers make outgoing mobile calls to the customers of the other operator. Under the regulations, IUC was set to be reduced to zero with effect from January 1, 2020. However, in 2019, TRAI announced that it would defer the implementation of the IUC reduction to January 1, 2021. In response, on October 10, 2019, RJIL introduced charges to offset the IUC. Subsequently, in December 2019, Jio introduced NEW ALL-IN-ONE plans in order to strengthen the telecom sector. The revised plans have been priced upto 40% higher, but staying true to its customer-centric approach, Jio customers will get up to 300% more benefits. Under a scheme of arrangement the passive infrastructure assets (tower and fiber) of RJIL were transferred to two separate Special Purpose Vehicles. Fiber and Tower undertakings were transferred to Jio Digital Fibre Private Limited (JDFPL) and Reliance Jio Infratel Private Limited (RJIPL) respectively, effective March 31, 2019.

• JDFPL and RJIPL are operating as independent entities with transfer of control to respective SEBI registered Infrastructure Investment Trusts.

• Binding agreements entered into with Brookfield Infrastructure Partners LP and its institutional partners for investment in the units to be issued by the Tower InvIT. Brookfield and affiliates will invest ₹ 25,215 crore in Tower InvIT.

• At closing of the transaction expected shortly, Tower InvIT will own 100% of the issued and paid up equity share capital of RJIPL.



24

• This transfer deleverages the balance sheet and establishes Jio franchise as an asset-light, digital services company.

During 2Q FY 2019-20, RIL has setup a Wholly Owned Subsidiary (WOS) viz. Jio Platforms Limited (JPL), for its digital platform initiatives. RIL has invested Rs 1,65,000 crore in the WOS through OCPS and Rs. 4,961 crore in equity shares. The WOS has acquired RIL’s investment of Rs. 64,450 crore in Reliance Jio Infocomm Limited (RJIL). This New-age Digital Technology Platform entity is proposed for holding all digital platforms including RJIL, the digital connectivity platform. This will enable access to world class technology platforms across healthcare, education and agriculture.

Pursuant to the Scheme of Arrangement amongst RJIL and certain class of its creditors under Sections 230-232 and other applicable provisions of the Companies Act, 2013 approved by the Hon’ble National Company Law Tribunal, Ahmedabad bench vide order dated March 13, 2020, RIL has assumed identified liabilities (as defined in the Scheme) with effect from the appointed date i.e. December 16, 2019. Accordingly, borrowings of about Rs. 66,987 crore including debentures amounting to Rs.18,886 crore stood transferred to RIL. The ISINs relating to debentures assumed by the Company stood transferred in its name with effect from March 30, 2020.

Media Business

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

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

• Network18’s television channels reach out to 800+ million people in India, representing 95%+ of the TV viewing universe. This makes more than 1 in every 2 Indians a consumer of our broadcast content. The combined group including affiliates has a ~12.5% share of India’s growing TV viewership. ▪ Subsidiary TV18 has cemented its #1 position amongst News networks in India. Its 20

domestic channels span 15 languages, providing a solid leadership in reach. With an ~11% share of news viewership, TV18 maintains its leadership even versus legacy brands and free-to-air networks.

▪ Subsidiary Viacom18 (a JV with Viacom Inc) is the youngest and fastest growing premium entertainment network in India. It is the #3 pan-India entertainment broadcaster (ex-sports), with a ~10% viewership share. Apart from TV broadcasting, its full-portfolio-offering includes a film studio renowned for clutter-breaking cinema and a leading OTT platform.

• Network18’s digital content properties across news and entertainment are now used by over 190 million people; and one in every four internet users in India is on Network18 websites or apps



25

▪ Network18 group is the #9 Digital player in India by reach, and the only Indian Media group in the top 10 with no legacy brand or Print backing. All the other players are either global giants, e-commerce players, or digital service providers.

Network18 has forged partnerships with several leading global media players including Viacom in entertainment, CNN in English general news, CNBC in business news, A+E Networks in factual entertainment and Forbes in English magazine to provide the best-in-class media products. Its bouquet of 56 domestic television channels cuts across genres, geographies and demographics, offering a unique mix of content in more than 15 languages.

Corporate Restructuring – Consolidation of Media & Distribution businesses of RIL On February 17, 2020, the boards of Network18, its subsidiary TV18, and RIL group cable companies Hathway and Den Networks approved a Scheme of Arrangement for consolidation of RIL group’s media and distribution businesses spread across multiple entities into Network18. The merger into Network18 through share-swaps is subject to all necessary approvals and is expected to be consummated by end-Q2FY21; and the Appointed Date for the merger shall be February 1, 2020. The combined entity will be India’s largest listed media & distribution entity, with annual revenues of about Rs 8000 crore, and more than Rs 12,000 crore market capitalisation (as of merger announcement date). Reliance’s holding in Network18 will reduce from 75% to about 64% upon implementation of the Scheme. The broadcasting business will be housed in Network18 and the cable and ISP businesses in two separate wholly owned subsidiaries of Network18. The restructuring shall create value-chain integration, and render substantial economies of scale. The Scheme shall also simplify the corporate structure of the group by reducing the number of listed entities. The aggregation of a content powerhouse across news and entertainment (both linear and digital) and the country’s largest cable distribution network under the same umbrella shall boost efficiency and exploit synergies, creating value for all stakeholders. The media industry is accelerating towards being a B2C play, led both by market factors and through regulation. An integrated media play shall further increase the breadth as well as depth of the group’s consumer touchpoints, and allow for retaining a larger share of the consumer’s spend on content. The reorganization furthers the group strategy of building a media powerhouse that is agnostic across pipes, platforms and screens. Stable and Robust Financial Position and Strong Cash Position The Company adheres to conservative financial policies and maintains significant cash balances in order to be able to complete projects on a timely basis, capitalize on opportunities, attract world-class project partners and carry out capital investment programs through industry cycles. In the past ten years, the Company has generated strong and steady cash flows and has traditionally maintained a strong balance sheet with conservative leverage. The Company believes that its integrated operations allow it to mitigate the impact of declines in commodity prices and reduce volatility in cash flows. This, in turn, enables the Company to access capital at attractive terms. As of March 31, 2019, the Company had total outstanding debt of Rs. 1,617.2 billion (US$ 23.4 billion), and cash and cash equivalents of Rs. 1,121.6 billion (US$ 16.2 billion). Prudent Financial Strategy



26

The core of the Company’s financial strategy has been an emphasis on capital productivity and returns to generate attractive spreads over cost of capital while maintaining conservative gearing and top end credit ratings. Reliance actively explores opportunities to optimise the cost of borrowing and aligns the maturity profile of its existing debt portfolio with its business strategy. RIL’s long-term debt is rated ‘CRISIL AAA’ from CRISIL, the highest rating awarded by the agency. India Rating has also awarded ‘IIND AAA’ debt rating for the Company, indicating the highest credit quality. RIL’s short term debt is rated ‘CRISIL A1+’ by CRISIL, the highest credit rating assigned in this category. As of December 31, 2019, the Company’s foreign currency debt was rated Baa2 (Stable) by Moody’s and BBB+ (Stable) by S&P, which are at par and two notches above India’s sovereign rating, respectively.

Quarterly Results: The Issuer’s detailed financial results for 3Q FY 2019-20 is given in Annexure Q of this Disclosure Document.

2.2.2 Corporate Structure

Details of the Holding Company/ Subsidiaries (as per Companies Act) as on December 31, 2019:

I Holding Company None

II Subsidiary Companies 1. Affinity Names, Inc

2. Aurora Algae Inc

3. Genesis Colors Limited

4. Genesis Luxury Fashion Private Limited

5. Genesis La Mode Private Limited

6. GML India Fashion Private Limited

7. GLF Lifestyle Brands Private Limited

8. GLB Body Care Private Limited

9. Indiavidual Learning Private Limited

10. Indiawin Sports Private Limited

11. Jio Estonia OU

12. Jio Information Solutions Limited

13. Jio Payments Bank Limited

14. Kanhatech Solutions Limited

15. M Entertainments Private Limited

16. Mindex 1 Limited

17. Model Economic Township Limited



27

18. New Emerging World of Journalism Private Limited

19. Radisys Spain S.L.U.

20. Radisys B.V.

21. Radisys Canada Inc.

22. Radisys Cayman Limited

23. Radisys Convedia (Ireland) Limited

24. Radisys Corporation

25. Radisys GmbH

26. Radisys India Private Limited

27. Radisys International LLC

28. Radisys International Singapore Pte. Limited

29. Radisys Poland sp. z o.o.

30. Radisys Systems Equipment Trading (Shanghai) Co. Limited

31. Radisys Technologies (Shenzhen) Co. Limited

32. Radisys UK Limited

33. Recron (Malaysia) Sdn Bhd

34. Reliance Ambit Trade Private Limited

35. Reliance Brands Limited

36. Reliance Clothing India Private Limited

37. Reliance Commercial Dealers Limited

38. Reliance Comtrade Private Limited

39. Reliance Content Distribution Limited

40. Reliance Corporate IT Park Limited

41. Jio Infrastructure Management Services Limited (Formerly

known as Reliance Digital Media Distribution Limited)

42. Reliance Eagleford Upstream GP LLC

43. Reliance Eagleford Upstream Holding LP

44. Reliance Eagleford Upstream LLC

45. Reliance Eminent Trading and Commercial Private Limited

46. Reliance Energy Generation and Distribution Limited

47. Reliance Ethane Holding Pte Limited

48. Reliance Exploration and Production DMCC

49. Reliance GAS Lifestyle India Private Limited

50. Reliance Gas Pipelines Limited

51. Reliance Global Energy Services (Singapore) Pte Limited

52. Reliance Global Energy Services Limited



28

53. Reliance Holdings USA Inc.

54. Reliance Industrial Investments and Holdings Limited

55. Reliance Industries (Middle East) DMCC

56. Reliance Industries Uruguay Petroquimica S.A. (Formerly

known as Dreketi S.A.)

57. Reliance Innovative Building Solutions Private Limited

58. Reliance-GrandOptical Private Limited

59. Jio Haptik Technologies Limited (Formerly known as

Reliance Jio Digital Services Limited)

60. Reliance Jio Global Resources LLC

61. Reliance Jio Infocomm Limited

62. Reliance Jio Infocomm Pte. Limited

63. Reliance Jio Infocomm UK Limited

64. Reliance Jio Infocomm USA Inc.

65. Reliance Jio Media Limited

66. Reliance Jio Messaging Services Limited

67. Reliance Lifestyle Holdings Limited

68. Reliance Marcellus II LLC

69. Reliance Marcellus LLC

70. Reliance Payment Solutions Limited

71. Reliance Petro Marketing Limited

72. Reliance Progressive Traders Private Limited

73. Reliance Prolific Commercial Private Limited

74. Reliance Prolific Traders Private Limited

75. Reliance Retail Finance Limited

76. Reliance Retail Insurance Broking Limited

77. Reliance Retail Limited

78. Reliance Retail Ventures Limited

79. Reliance Sibur Elastomers Private Limited

80. Reliance SMSL Limited

81. Reliance Strategic Investments Limited

82. Reliance Universal Traders Private Limited

83. Reliance Vantage Retail Limited

84. Reliance Ventures Limited

85. Rhea Retail Private Limited

86. RIL USA Inc.

87. RP Chemicals (Malaysia) Sdn Bhd



29

88. Saavn Inc

89. Saavn LLC

90. Saavn Media Private Limited

91. Surela Investment and Trading Limited

92. The Indian Film Combine Private Limited

93. Reliance O2C Limited (Formerly known as Reliance Navi

Mumbai Infra Limited)

94. Ulwe Waterfront North Infra Limited

95. Ulwe Waterfront South Infra Limited

96. Ulwe Waterfront East Infra Limited

97. Ulwe Waterfront West Infra Limited

98. Ulwe North Infra Limited

99. Ulwe South Infra Limited

100. Kalamboli North Infra Limited

101. Kalamboli East Infra Limited

102. Kalamboli West Infra Limited

103. Kalamboli North First Infra Limited

104. Kalamboli North Second Infra Limited

105. Kalamboli North Third Infra Limited

106. Kalamboli South First Infra Limited

107. Dronagiri Dongri North Infra Limited

108. Dronagiri Dongri South Infra Limited

109. Dronagiri Dongri East Infra Limited

110. Dronagiri Funde North Infra Limited

111. Dronagiri Funde South Infra Limited

112. Dronagiri Funde East Infra Limited

113. Dronagiri Funde West Infra Limited

114. Dronagiri Panje North Infra Limited

115. Dronagiri Panje South Infra Limited

116. Dronagiri Panje East Infra Limited

117. Dronagiri Bokadvira North Infra Limited

118. Dronagiri Bokadvira South Infra Limited

119. Dronagiri Bokadvira East Infra Limited

120. Dronagiri Bokadvira West Infra Limited

121. Dronagiri Pagote North Infra Limited

122. Dronagiri Pagote South Infra Limited



30

123. Dronagiri Pagote East Infra Limited

124. Dronagiri Pagote West Infra Limited

125. Dronagiri Navghar North Infra Limited

126. Dronagiri Navghar South Infra Limited

127. Dronagiri Navghar West Infra Limited

128. Dronagiri Navghar North First Infra Limited

129. Ulwe East Infra Limited

130. Ulwe West Infra Limited

131. Kalamboli South Infra Limited

132. Dronagiri Dongri West Infra Limited

133. Dronagiri Panje West Infra Limited

134. Dronagiri Navghar East Infra Limited

135. Dronagiri Navghar South First Infra Limited

136. Dronagiri Navghar North Second Infra Limited

137. Dronagiri Navghar South Second Infra Limited

138. Dronagiri Pagote North First Infra Limited

139. Dronagiri Pagote South First Infra Limited

140. Dronagiri Pagote North Second Infra Limited

141. C-Square Info Solutions Private Limited

142. Grab A Grub Services Private Limited

143. SankhyaSutra Labs Private Limited

144. Reverie Language Technologies Private Limited

145. Tesseract Imaging Private Limited

146. Surajya Services Private Limited

147. Reliance Ethane Pipeline Limited

148. Reliance Digital Platform & Project Services Limited

149. Reliance Strategic Business Ventures Limited

150. Reliance Petroleum Retail Limited

151. Reliance Brands Holdings UK Limited

152. Reliance 4IR Realty Development Limited

153. Affinity USA Inc.

154. Hamleys Global Holdings Limited

155. The Hamleys Group Limited

156. Hamleys of London Limited

157. Hamleys (Franchising) Limited

158. Hamleys Asia Limited



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159. Scrumpalicious Limited

160. Luvley Limited

161. Hamleys Toys (Ireland) Limited

162. Shopsense Retail Technologies Private Limited

163. Jio Platforms Limited

164. Jio Limited

165. NowFloats Technologies Private Limited

166. Asteria Aerospace Private Limited

167. eDreams Edusoft Private Limited

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

1. Consolidated

(Rs. in Crore)

Parameters 1H

FY 2019-20 FY 2018-19 FY 2017-18 FY 2016-17

Net-worth 3,43,949 3,24,644 289,798 258,511

Total Debt 2,91,981 2,87,505 218,763 196,599

- of which - Non-Current Maturities of Long Term Borrowing

1,86,948 2,07,506

144,175 152,148

- Short Term Borrowing 65,242 64,436

37,429 31,528

- Current Maturities of Long Term Borrowings

39,791 15,563

37,159 12,923

Other Long-Term Liabilities (including Deferred Payment Liabilities) 93,584 82,186

61,276 58,250

Net Fixed Assets (including Goodwill & CWIP) 6,16,504 5,77,837

590,907 523,363

Non-Current Assets (including Fixed Assets) 8,27,381 7,71,651

632,562 565,526

Cash and Cash Equivalents 12,781 7,512

4,255 3,023

Current Investments 68,631 70,939 57,603 57,260

Current Assets 2,15,552 2,26,088 183,786 146,813

Current Liabilities* 3,48,569 3,14,023 239,264 190,864

Net Sales** 3,21,738 5,91,480 418,214$ 339,623

EBITDA 50,306 92,656 74,184 55,529

EBIT 39,980 71,722 57,478 43,883

Finance Cost (Including Interest)*** 10,559 16,495

8,052 3,849

Tax 7,928 15,390 13,346 10,201



32

Parameters 1H

FY 2019-20 FY 2018-19 FY 2017-18 FY 2016-17

PAT before Minority Interest 21,493 39,837

36,080 29,833

Minority Interest 127 249 5 (68)

PAT 21,366 39,588 36,075 29,901

Dividend**** 3,852 3,554 3,255 -

Current ratio 0.62 0.72 0.59 0.62

Interest Coverage Ratio 3.79 4.35 7.14 11.4

Gross Debt / Equity Ratio 0.72 0.74 0.75 0.75

Debt Service Coverage Ratio 1.97 1.95

2.06 1.96

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

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

***Note:This includes all incidental borrowings costs including hedge cost, amortised premium, etc. in line with Ind AS requirements.

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

2. Standalone

(Rs. in Crore)

Parameters 1H

FY 2019-20

FY 2018-19

FY 2017-18 FY 2016-17

Net-worth 3,26,634 3,44,128 313,114 283,288

Total Debt 1,45,904 1,61,720 116,881 107,446

- of which - Non Current Maturities of Long Term Borrowing 1,03,866 1,18,098

81,596 78,723

- Short Term Borrowing 15,694 39,097 15,239 22,580

- Current Maturities of Long Term Borrowing 26,344 4,525

20,046 6,143

Other Long Term Liabilities (including Deferred Payment Liabilities) 53,693 50,304

30,635 26,884

Net Fixed Assets (including CWIP) 3,27,305 3,14,745 300,447 287,319

Non-Current Assets (including Fixed Assets) 6,30,283 6,22,818

493,613 440,465

Cash and Cash Equivalents 4,430 3,768 2,731 1,754

Current Investments 65,338 59,556 53,277 51,906

Current Assets* 1,40,020 1,52,927 123,912 106,281

Current Liabilities** 1,52,214 1,58,399 155,362 124,103

Net Sales*** 1,90,370

3,94,323

313,555 273,750

EBITDA 34,280 67,676 59,961 51,965

EBIT 29,788 57,118 50,381 43,500

Finance Cost (Including Interest)**** 5,424 9,751 4,656 2,723

Tax 5,626 12,204 12,113 9,352



33

Parameters 1H

FY 2019-20

FY 2018-19

FY 2017-18 FY 2016-17

PAT 18,738 35,163 33,612 31,425

Dividend***** 0 3,554 3,255 -

Current ratio

0.72

0.76 0.65 0.7

Interest Coverage Ratio 5.49 5.86 10.82 15.98

Gross Debt / Equity Ratio 0.35:1 0.40:1 0.37:1 0.37:1

Debt Service Coverage Ratio 3.94 3.49 3.15 2.41

*Note: This includes current investments and cash and cash equivalents **Note: This excludes current maturities of long term borrowing and short-term borrowing ***Note: This includes income from services and other income ****Note: This includes all incidental borrowings costs including hedge cost, amortised premium, etc. in line with Ind AS requirements. *****Note: Dividend Payout and Excludes Tax on Dividend Note: The figures for the corresponding previous period have been restated/regrouped/reclassified wherever necessary, to make them comparable.

Gross Debt: Equity Ratio of the Company (as of December 31, 2019):

Before the issue of Debentures 0.34:1

After the issue of Debentures 0.36:1

Note: Pursuant to the Scheme of Arrangement amongst RJIL and certain class of its creditors under Sections 230-232 and other applicable provisions of the Companies Act, 2013 approved by the Hon’ble National Company Law Tribunal, Ahmedabad bench vide order dated March 13, 2020, RIL has assumed identified liabilities (as defined in the Scheme) with effect from the appointed date i.e. December 16, 2019. Accordingly, borrowings of about Rs. 66,987 crore including debentures amounting to Rs.18,886 crore stood transferred to RIL. The ISINs relating to debentures assumed

by the Company stood transferred in its name with effect from March 30, 2020. The same do not form part of the Gross Debt: Equity Ratio above

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

Not Applicable

2.2.5 Objects of the Issue

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



34

investments in capital markets and real estate.

2.3 Brief history of the Issuer since its incorporation

Date Particulars Remarks

May 8, 1973 Mynylon Limited, Karnataka State Incorporation

January 28,

1976

Mynylon Limited, Karnataka State Commencement of

Business

March 11,

1977

Reliance Textile Industries Limited,

Karnataka State

Change in Name

August 5, 1977 Reliance Textile Industries Limited,

Maharashtra State

Change in Registered Office

June 27, 1985 Reliance Industries Limited,

Maharashtra State

Change in Name

2.3.1 Details of Share Capital as on last quarter end i.e. December 31, 2019

AUTHORISED SHARE CAPITAL

(Rs. Crore)

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

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

TOTAL 15,000.00

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

6,33,92,03,530 Equity Shares of Rs.10 each fully paid-up 6,339.20

TOTAL 6,339.20

Note: The Company has allotted 63,980 equity shares of Rs. 10 each fully paid-up during January 2020 and February 2020 pursuant to Employees Stock Option Scheme 2006. The issued, subscribed and paid-up share capital as on March 31, 2020 stood at Rs. 6,339.26 crore.

2.3.2 Changes in Capital structure as on last quarter end, i.e. December 31, 2019 for the last 5 years*

Date of

Change

(AGM/

EGM)

Equity Share

Capital (Rs.)

Preference

Share Capital

(Rs.)

Unclassified

Capital (Rs.)

Total Authorised

Capital (Rs.)

Particulars

September

1, 2017

(by means

of postal

ballot)

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

refer Note

below

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

2.3.3 Equity Share Capital History of the Company as on last quarter end i.e. December 31, 2019 for the last 5 Years



35

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

3,23,50,69,941 32,35,06,99,410 4,80,54,20,80,949 Opening

Balance

02-Jan-15 2,91,285 10 642.00 Cash ESOS 3,23,53,61,226 32,35,36,12,260 4,80,72,61,73,069

Allotment

of equity

shares for

cash

pursuant

to

Employee

s' Stock

Option

Scheme -

2006

(ESOS)

22-Jan-15 1,58,486 10 642.00 Cash ESOS 3,23,55,19,712 32,35,51,97,120 4,80,82,63,36,221

23-Feb-15 1,69,053 10 642.00 Cash ESOS 3,23,56,88,765 32,35,68,87,650 4,80,93,31,77,717

01-Apr-15 2,66,742 10 642.00 Cash ESOS 3,23,59,55,507 32,35,95,55,070 4,81,10,17,58,661

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

16-Apr-15 1,42,599 10 642.00 Cash ESOS 3,23,60,98,306 32,36,09,83,060 4,81,19,20,08,129

25-May-15 3,40,942 10 642.00 Cash ESOS 3,23,64,39,248 32,36,43,92,480 4,81,40,74,83,473

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

03-Jul-15 12,53,677 10 642.00 Cash ESOS 3,23,76,93,225 32,37,69,32,250 4,82,19,99,97,687

22-Jul-15 4,54,858 10 642.00 Cash ESOS 3,23,81,48,083 32,38,14,80,830 4,82,48,74,67,943

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

22-Aug-15 2,79,317 10 642.00 Cash ESOS 3,23,84,28,600 32,38,42,86,000 4,82,66,47,57,687

01-Oct-15 4,00,129 10 642.00 Cash ESOS 3,23,88,28,729 32,38,82,87,290 4,82,91,76,39,215

23-Oct-15 100 10 842.00 Cash ESOS 3,23,88,28,829 32,38,82,88,290 4,82,91,77,22,415

23-Oct-15 2,30,912 10 642.00 Cash ESOS 3,23,90,59,741 32,39,05,97,410 4,83,06,36,58,799

23-Nov-15 900 10 842.00 Cash ESOS 3,23,90,60,641 32,39,06,06,410 4,83,06,44,07,599



36

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

23-Nov-15 1,51,694 10 642.00 Cash ESOS 3,23,92,12,335 32,39,21,23,350 4,83,16,02,78,207

01-Jan-16 800 10 842.00 Cash ESOS 3,23,92,13,135 32,39,21,31,350 4,83,16,09,43,807

01-Jan-16 1,89,158 10 642.00 Cash ESOS 3,23,94,02,293 32,39,40,22,930 4,83,28,04,91,663

22-Jan-16 1,700 10 842.00 Cash ESOS 3,23,94,03,993 32,39,40,39,930 4,83,28,19,06,063

22-Jan-16 2,39,392 10 642.00 Cash ESOS 3,23,96,43,385 32,39,64,33,850 4,83,43,32,01,807

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

22-Feb-16 600 10 842.00 Cash ESOS 3,23,96,44,185 32,39,64,41,850 4,83,43,38,27,907

22-Feb-16 4,70,373 10 642.00 Cash ESOS 3,24,01,14,558 32,40,11,45,580 4,83,73,11,03,643

15-Mar-16 2,61,763 10 642.00 Cash ESOS 3,24,03,76,321 32,40,37,63,210 4,83,89,65,37,859

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

22-Apr-16 9,09,814 10 642.00 Cash ESOS 3,24,12,86,235 32,41,28,62,350 4,84,47,16,03,757

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

23-May-16 11,59,334 10 642.00 Cash ESOS 3,24,24,45,749 32,42,44,57,490 4,85,20,44,17,055

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

01-Jul-16 2,66,788 10 642.00 Cash ESOS 3,24,27,13,017 32,42,71,30,170 4,85,37,33,31,631

22-Jul-16 2,38,491 10 642.00 Cash ESOS 3,24,29,51,508 32,42,95,15,080 4,85,52,40,57,943

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



37

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

22-Aug-16 1,53,697 10 642.00 Cash ESOS 3,24,31,05,885 32,43,10,58,850 4,85,62,16,25,907

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

01-Oct-16 500 10 842.00 Cash ESOS 3,24,31,06,585 32,43,10,65,850 4,85,62,21,68,807

01-Oct-16 1,42,026 10 642.00 Cash ESOS 3,24,32,48,611 32,43,24,86,110 4,85,71,19,29,239

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

22-Oct-16 1,27,118 10 642.00 Cash ESOS 3,24,33,76,169 32,43,37,61,690 4,85,79,25,46,995

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

22-Nov-16 200 10 842.00 Cash ESOS 3,24,33,76,519 32,43,37,65,190 4,85,79,28,08,570

22-Nov-16 2,17,191 10 642.00 Cash ESOS 3,24,35,93,710 32,43,59,37,100 4,85,93,00,73,282

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

02-Jan-17 2,28,891 10 642.00 Cash ESOS 3,24,38,22,801 32,43,82,28,010 4,86,07,48,59,294

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

23-Jan-17 38,733 10 642.00 Cash ESOS 3,24,38,62,174 32,43,86,21,740 4,86,09,97,44,630

22-Feb-17 1,20,032 10 642.00 Cash ESOS 3,24,39,82,206 32,43,98,22,060 4,86,17,56,04,854

22-Mar-17 72,95,894 10 642.00 Cash ESOS 3,25,12,78,100 32,51,27,81,000 4,90,78,66,09,862

03-Apr-17 55,970 10 642.00 Cash ESOS 3,25,13,34,070 32,51,33,40,700 4,90,82,19,82,902

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



38

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

24-Apr-17 1,01,552 10 642.00 Cash ESOS 3,25,14,35,702 32,51,43,57,020 4,90,88,62,14,526

22-May-17 1,30,051 10 642.00 Cash ESOS 3,25,15,65,753 32,51,56,57,530 4,90,96,84,06,758

03-Jul-17 1,71,547 10 642.00 Cash ESOS 3,25,17,37,300 32,51,73,73,000 4,91,07,68,24,462

24-Jul-17 1,64,074 10 642.00 Cash ESOS 3,25,19,01,374 32,51,90,13,740 4,91,18,05,19,230

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

01-Sep-17 3,06,775 10 642.00 Cash ESOS 3,25,22,09,129 32,52,20,91,290 4,91,37,50,22,840

01-Sep-17 7,929 10 837.00 Cash ESOS 3,25,22,17,058 32,52,21,70,580 4,91,38,16,59,413

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

,238 10 -

Bonus

Issue

Bonus

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

Bonus

Issue

03-Oct-17 2,06,422 10 321.00 Cash ESOS 6,33,27,57,718 63,32,75,77,180 4,61,11,97,55,941

Allotment

of equity

shares for

cash

pursuant

to

Employee

s' Stock

Option

Scheme -

2006

(ESOS)

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

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

23-Oct-17 2,76,707 10 321.00 Cash ESOS 6,33,30,65,425 63.33.06.54.250 4,61,21,72,99,068

22-Nov-17 3,81,898 10 321.00 Cash ESOS 6,33,34,47,323 63,33,44,73,230 4,61,33,60,69,346

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

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

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

02-Jan-18 4,15,531 10 321.00 Cash ESOS 6,33,39,19,050 63,33,91,90,500 4,61,49,85,79,514



39

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

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

22-Jan-18 2,10,077 10 321.00 Cash ESOS 6,33,41,29,627 63,34,12,96,270 4,61,56,40,69,586

22-Jan-18 400 10 322.25 Cash ESOS 6,33,41,30,027 63,34,13,00,270 4,61,56,41,94,486

22-Feb-18 4,93,303 10 321.00 Cash ESOS 6,33,46,23,330 63,34,62,33,300 4,61,71,76,11,719

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

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

22-Feb-18 14,812 10 430.00 Cash ESOS 6,33,46,51,022 63,34,65,10,220 4,61,73,77,93,526

02-Apr-18 4,29,490 10 321.00 Cash ESOS 6,33,50,80,512 63,35,08,05,120 4,61,87,13,64,916

02-Apr-18 29,624 10 430.00 Cash ESOS 6,33,51,10,136 63,35,11,01,360 4,61,88,38,06,996

24-Apr-18 3,62,343 10 321.00 Cash ESOS 6,33,54,72,479 63,35,47,24,790 4,61,99,64,95,669

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

22-May-18 3,77,861 10 321.00 Cash ESOS 6,33,58,50,820 63,35,85,08,200 4,62,11,41,60,320

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

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

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

22-Jun-18 4,97,962 10 321.00 Cash ESOS 6,33,63,76,658 63,36,37,66,580 4,62,28,17,34,500

22-Jun-18 14,812 10 430.00 Cash ESOS 6,33,63,91,470 63,36,39,14,700 4,62,28,79,55,540



40

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

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

02-Jul-18 1,09,336 10 321.00 Cash ESOS 6,33,65,08,290 63,36,50,82,900 4,62,34,51,50,043

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

24-Jul-18 11,09,165 10 321.00 Cash ESOS 6,33,76,17,935 63,37,61,79,350 4,62,69,02,50,238

24-Jul-18 5,440 10 322.25 Cash ESOS 6,33,76,23,375 63,37,62,33,750 46,26,91,94,88,78

8

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

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

24-Jul-18 12,546 10 548.00 Cash ESOS 6,33,76,49,841 63,37,64,98,410 4,62,70,49,65,240

23- Aug-18 7,46,390 10 321.00 Cash ESOS 6,33,83,96,231 63,38,39,62,310 4,62,93,70,92,530

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

05-Sept-18 42,190 10 321.00 Cash ESOS 6,33,84,40,341 63,38,44,03,410 4,62,95,97,95,842

01-Oct-18 34,018 10 321.00 Cash ESOS 6,33,84,74,359 63,38,47,43,590 4,62,97,03,75,440

24-Oct-18 49,250 10

321.00 Cash ESOS 6,33,85,23,609 63,38,52,36,090 4,62,98,56,92,190

22-Nov-18 37,653 10 321.00 Cash ESOS 6,33,85,61,262 63,38,56,12,620 4,62,99,74,02,273

22-Nov-18 590 10 322.25 Cash ESOS 6,33,85,61,852 63,38,56,18,520 4,62,99,75,86,501

02-Jan-19 39,543 10

321.00 Cash ESOS 6,33,86,01,395 63,38,60,13,950 4,63,00,98,84,374

02-Jan-19 40,000 10 538.00 Cash ESOS 6,33,86,41,395 63,38,64,13,950 4,63,03,10,04,374



41

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

22-Jan-19 24,418 10 321.00 Cash ESOS 6,33,86,65,813 63,38,66,58,130 4,63,03,85,98,372

22-Jan-19 200 10 322.25 Cash ESOS 6,33,86,66,013 63,38,66,60,130 4,63,03,86,60,822

22-Feb-19 27,810 10 321.00 Cash ESOS 6,33,86,93,823 63,38,69,38,230 4,63,06,43,09,732

02-Apr-19 56,473 10 321.00 Cash ESOS 6,33,87,50,296 63,38,75,02,960 4,63,08,18,72,835

02-Apr-19 240 10 322.25 Cash ESOS 6,33,87,50,536 63,38,75,05,360 4,63,08,19,47,775

22-Apr-19 1,55,337 10 321.00 Cash ESOS 6,33,89,05,873 63,38,90,58,730 4,63,13,02,57,582

22-Apr-19 6,240 10 322.25 Cash ESOS 6,33,89,12,113 63,38,91,21,130 4,63,13,22,06,022

22-May-19 1,25,837 10 321.00 Cash ESOS 6,33,90,37,950 63,39,03,79,500 4,63,17,13,41,329

22-May-19 480 10 322.25 Cash ESOS 6,33,90,38,430 63,39,03,84,300 4,63,17,14,91,209

02-Jul-19 38,540 10 321.00 Cash ESOS 6,33,90,76,970 63,39,07,69,700 4,63,18,34,77,149

22-Jul-19 11,525 10 321.00 Cash ESOS 6,33,90,88,495 63,39,08,84,950 4,63,18,70,61,424

22-Aug-19 33,534 10 321.00 Cash ESOS 6,33,91,22,029 63,39,12,20,290 4,63,19,74,90,498

22-Aug-19 1,200 10 322.25 Cash ESOS 6,33,91,23,229 63,39,12,32,290 4,63,19,78,65,198

01-Oct-19 22,528 10 321.00 Cash ESOS 6,33,91,45,757 63,39,14,57,570 4,63,20,48,71,406

01-Oct-19 1,200 10 322.25 Cash ESOS 6,33,91,46,957 63,39,14,69,570 4,63,20,52,46,106

22-Oct-19 5,778 10 321.00 Cash ESOS 6,33,91,52,735 63,39,15,27,350 4,63,20,70,43,064

22-Oct-19 6,228 10 548.00 Cash ESOS 6,33,91,58,963 63,39,15,89,630 4,63,21,03,93,728



42

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

22-Nov-19 7,085 10 321.00 Cash ESOS 6,33,91,66,048 63,39,16,60,480 4,63,21,25,97,163

22-Nov-19 30,000 10 548.00 Cash ESOS 6,33,91,96,048 63,39,19,60,480 4,63,22,87,37,163

22-Nov-19 7,482 10 443.68 Cash ESOS 6,33,92,03,530 63,39,20,35,300 4,63,26,49,08,430

Note:

(a) The paid-up share capital of the Company as on December 31, 2019 stood at Rs. 6,339.20 crore divided into 6,33,92,03,530 equity shares of Rs. 10 each.

(b) The Company has allotted 63,980 equity shares of Rs. 10/- each during January 2020 and February 2020 pursuant to Employees Stock Option Scheme 2006. The issued, subscribed and paid-up share capital as on March 31, 2020 stood at Rs. 6339.26 crore.

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

• RIL has setup a Wholly Owned Subsidiary (WOS) viz. Jio Platforms Limited (JPL), for digital platform initiatives. RIL invested Rs. 1,65,000 crore in the WOS through OCPS and Rs. 4,961 crore in equity shares. The WOS has acquired RIL’s investment of Rs. 64,450 crore in Reliance Jio Infocomm Limited (RJIL). This New-age Digital Technology Platform entity is proposed for holding all digital platforms including RJIL, the digital connectivity platform. This will enable access to world class technology platforms across healthcare, education and agriculture.

• Pursuant to the Scheme of Arrangement amongst Reliance Jio Infocomm Limited and certain class of its creditors under Sections 230-232 and other applicable provisions of the Companies Act, 2013 approved by the Hon’ble National Company Law Tribunal, Ahmedabad bench vide order dated March 13, 2020, the Company has assumed identified liabilities (as defined in the Scheme) with effect from the appointed date i.e. December 16, 2019.

• The Abu Dhabi National Oil Company (ADNOC) signed a Framework Agreement with RIL to explore development of an Ethylene Dichloride (EDC) facility in Ruwais. As per the terms of agreement, ADNOC and RIL will evaluate the potential creation of a facility that manufactures EDC adjacent to ADNOC’s integrated refining and petrochemical site in Ruwais, Abu Dhabi and strengthen the companies’ existing relationship supporting future collaboration in petrochemicals. ADNOC would supply ethylene to the potential joint venture and provide access to world-class infrastructure at Ruwais, while RIL will deliver operational expertise and entry to the large and growing Indian vinyls market, in which it is a key participant.



43

• Reliance Strategic Business Ventures Limited (RSBVL), a wholly-owned subsidiary of RIL acquired equity shares of NowFloats Technologies Private Limited (“Nowfloats”) for a cash consideration of Rs. 141.64 crore, representing 85% holding in the equity share capital of Nowfloats. RSBVL proposes to make a further investment of up to Rs. 75 crore, subject to achieving agreed milestones, by December 2020 which will increase the shareholding to 89.66%.

• Indiavidual Learning Private Limited (“Embibe”), a subsidiary of RIL, acquired equity shares of eDreams Edusoft Private Limited (“Funtoot”) for a cash consideration of 71.64 crore, representing 90.5% holding in the equity share capital of Funtoot. Embibe proposes to make a further acquisition of equity shares of up to Rs. 10 crore subject to Funtoot achieving agreed milestones, by December 2021 which will thereafter increase the shareholding to 100%.

• RSBVL, a wholly owned subsidiary of RIL, acquired equity shares of Asteria Aerospace Private Limited for a cash consideration of Rs. 23.12 crore, representing 51.78% holding in the equity share capital of Asteria. RSBVL proposes to make a further investment of upto Rs. 125 crore, subject to Asteria achieving agreed milestones by December 2021.

• Reliance Brands Limited, a subsidiary of the RIL, increased its equity shareholding in Future101 Design Private Limited (Future101) by 2.5% for a consideration of Rs. 2 crore, taking its equity shareholding in Future101 to 17.5%.

• RIIHL, a wholly owned subsidiary of RIL, acquired further shares in SkyTran Inc. to increase its shareholding in SkyTran Inc. to 17.37% on a fully diluted basis. RIIHL had acquired 12.7% shareholding in SkyTran Inc. on 17th October, 2018 with an option of investing further amount upto USD 25 million in convertible notes.

• Saudi Aramco and RIL signed a non-binding Letter of Intent (“LOI”) regarding a proposed investment in the Oil to Chemicals (O2C) division comprising the Refining, Petrochemicals and fuels marketing businesses of RIL. Saudi Aramco’s potential 20% stake is based upon an Enterprise Value of US$ 75 billion for the O2C division. This would be one of the largest foreign investments ever made in India.

• RIIHL, a wholly-owned subsidiary of RIL entered into an agreement for acquisition of equity shares of Shopsense Retail Technologies Pvt. Ltd. (“Shopsense” or “Fynd”) for a cash consideration not exceeding Rs. 295 crore. RIIHL has an option to further invest an amount of up to Rs. 100 crore which is likely to be completed by December 2021. The total investment will translate into ~87.6% of equity share capital in Fynd on a fully diluted and converted basis.

• Reliance Ethane Holding Pte. Ltd. (“REHPL”) {incorporated in Singapore, a wholly owned subsidiary of Reliance Industries Limited (“RIL”), having 100% holding in six limited liability companies (LLCs) which own Very Large Ethane



44

Carriers (“VLEC” or the “Vessel”)}, Mitsui O.S.K Lines Ltd. (“MOL”) of Japan and a strategic minority investor signed binding definitive agreements for a strategic investment by MOL and minority investor in the six special purpose limited liability companies (“SPVs”), each owning a VLEC. MOL and the strategic minority investor have completed their strategic investment in the SPVs.

• Reliance Brands Limited (RBL), a subsidiary of the Company, completed the acquisition of 100% stake of Hamleys Global Holdings Limited (HGHL), through a special purpose vehicle company set up in United Kingdom for a cash consideration of GBP 67.96 million. This acquisition will establish RBL as a major player in the global toy retail industry.

• The Company has acquired additional 10.9% equity stake of Saavn Media Private Limited (Saavn) from the existing shareholders for a total consideration of INR 653.93 crore. After acquisition, the Company holds 94.4% of the equity share capital of Saavn India.

• The Resolution Plan jointly submitted by Reliance Industries Limited (“RIL”) and JM Financial Asset Reconstruction Company Limited (“JMFARC”) for acquisition of Alok Industries Limited (“Alok”) under the Corporate Insolvency Resolution Process of the Insolvency and Bankruptcy Code 2016, has been approved by the National Company Law Tribunal, Bench at Ahmedabad (“NCLT”) by order dated March 8, 2019, subject to certain conditions.

• Pursuant to the approved Resolution Plan, the Company has acquired 83,33,33,333 equity shares for cash at total consideration of Rs.250 crore, representing 37.7% equity share capital of Alok. Further, the Company has also acquired 250,00,00,000- 9% Optionally Convertible Preference Shares (OCPS) of Alok, for a total consideration of Rs 250 crore. In accordance with the resolution plan approved by the National Company Law Tribunal, Ahmedabad Bench, the Company is yet to take control of Alok. Upon implementation of the said Resolution Plan, the Company along with JM Financial Asset Reconstruction Company Limited ("JMFARC") will acquire joint control of Alok.

• Reliance Retail Ventures Limited, a subsidiary of the Company, acquired 100% stake in Shri Kannan Departmental Stores Private Limited (SKDS) for a consideration of Rs. 152.5 crore. SKDS is engaged in the business of retailing fruits & vegetables, dairy, staples, home & personal care and general merchandise to consumers.



45

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

Types of event Date of announcement Date of Completion Details

None

2.4 Details of the shareholding of the Company as on the latest quarter end i.e. December 31, 2019

2.4.1 Shareholding pattern of the Company as on last quarter end i.e. December 31, 2019*



46

Sr. No.

Particulars Total no. of

equity shares held

No. of shares in demat form

Total shareholding

/ voting rights as a % of total no. of equity shares

1. Promoter & Promoter Group 309 80 84 968 309 80 84 968 48.87

2. Mutual Funds/UTI 32 49 12 737 32 41 28 802 5.13

3. Alternate Investment Funds 31 97 591 31 97 591 0.05

4. Foreign Portfolio Investors (FPIs)

151 79 95 217 151 79 95 217 23.95

5. Financial Institutions/ Banks 18 86 338 16 59 340 0.03

6. Insurance Companies 40 30 45 800 40 30 39 700 6.36

7. Foreign Institutional Investors (FIIs)

20 22 268 18 91 222 0.03

8. Qualified Institutional Buyers 11 78 12 593 11 78 12 593 1.86

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

1 20 20 356 90 59 214 0.19

10. Individuals 54 07 81 971 48 19 64 874 8.53

11. NBFCs registered with RBI 63 704 63 704 0.00

12. Bodies Corporate 5 90 67 433 5 79 63 964 0.93

13. Non Resident Indians 3 17 45 278 2 67 87 520 0.50

14. Overseas Corporate Bodies 4 33 640 3 63 766 0.01

15. Foreign Portfolio Investors(Individual)

1 055 1 055 0.00

16. Foreign Nationals 24 156 24 156 0.00

17. Clearing Members 36 99 054 36 99 054 0.06

18. Unclaimed Shares Suspense Account

76 01 325 76 01 325 0.12

19. Investor Education and Protection Fund (IEPF) Authority

3 32 32 869 3 32 32 869 0.52

20. Trusts 2 54 96 545 2 54 84 137 0.40

21. HUF 91 87 862 91 46 970 0.14

22. Global Depository Receipts (GDRs)

14 68 90 770 14 68 57 470 2.32

Total 633 92 03 530 627 00 59 511 100.00

*Note: No shares held by the Promoter & Promoter Group have been pledged or encumbered

2.4.2 List of top 10 holders of equity shares of the Company as on the latest quarter end i.e. December 31, 2019



47

Sr. No.

Name of the Shareholders Total No of

Equity Shares

No of shares in Dematerialised

form

Total Shareholding / voting rights as a % of total no

of equity shares

1. Devarshi Commercials LLP 71 08 00 410 71 08 00 410 11.21

2. Srichakra Commercials LLP 68 88 95 274 68 88 95 274 10.87

3. Karuna Commercials LLP 50 81 66 996 50 81 66 996 8.02

4. Tattvam Enterprises LLP 43 14 31 608 43 14 31 608 6.81

5. Life Insurance Corporation of India 38 98 44 638 38 98 38 738 6.15

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

7. Petroleum Trust (Through Trustees for Sole Beneficiary-M/S Reliance Industrial Investments and Holdings Ltd.)

24 09 42 006 24 09 42 006 3.80

8. Europacific Growth Fund 21 95 71 043 21 95 71 043 3.46

9.

Reliance Services and Holdings Limited (a company controlled by Petroleum Trust, sole beneficiary of which is M/s. Reliance Industrial Investments and Holdings Ltd.)

17 18 82 820 17 18 82 820 2.71

10. The Bank of New York Mellon 14 68 90 770 14 68 57 470 2.32

Total 376 59 63 291 376 59 24 091 59.41

Note: Pursuant to the inter se transfer of shares amongst the existing persons and entities belonging to the promoter and promoter group during the quarter ended March 31, 2020, shareholding of the following persons and entities has undergone change. However, there is no change in the overall % holding of the promoter and promoter group of the Company following the said inter se transfer:

Sr. No.

Name of the Person / Entity belonging to Promoter and Promoter Group

No. of shares held

No. of shares

held in dematerialised

form

% w.r.t total share capital / Voting Capital

1 Samarjit Enterprises LLP 11 60 81 370 11 60 81 370 1.83

2 Tattvam Enterprises LLP 50 81 66 996 50 81 66 996 8.01

3 Shri Mukesh D Ambani 75 00 000 75 00 000 0.12

4 Smt. Nita M Ambani 75 00 000 75 00 000 0.12

5 Shri Akash M Ambani 75 00 000 75 00 000 0.12

6 Ms. Isha M Ambani 75 00 000 75 00 000 0.12

7 Shri Anant M Ambani 75 00 000 75 00 000 0.12

8 Devarshi Commercials LLP 50 81 66 996 50 81 66 996 8.01

2.5 Details regarding the Directors of the Company

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

Name Designation DIN Age Address Director of the

Company since

Details of other

Directorship

Shri Mukesh D. Chairman & 00001695 62 39, Altamount Road, April 1, 1977 Reliance Retail



48


Company since

Details of other

Directorship

Ambani Managing

Director

Opp Washington

House, Mumbai

400 026

Ventures Limited

Reliance Jio

Infocomm Limited

KDA Enterprises

Private Limited

Reliance Foundation

Breakthrough Energy

Ventures LLC, USA

Reliance Foundation

Institution of

Education and

Research

Shri Nikhil R.

Meswani

Executive

Director

00001620 54 241/242, Rambha,

Napean Sea Road,

Mumbai 400 006

June 26, 1986 Reliance Commercial

Dealers Limited

Shri Hital R.

Meswani

Executive

Director

00001623 51 “Woodlands”, Flat

No.C-23/24, 67,

Peddar Road, Mumbai

400 026

August 4, 1995 Reliance Industrial

Investments and

Holdings Limited

Reliance Commercial

Dealers Limited

The Indian Film

Combine Private

Limited

Shri P.M.S.

Prasad

Executive

Director

00012144 68 Flat No. 92, 9th Floor,

Bakhtawar Co-Op.

Housing Society Ltd.,

22, N D Marg, Mumbai

400 006

August 21, 2009 Reliance Commercial

Dealers Limited

Viacom 18 Media

Private Limited

Network

18 Media &

Investments Limited

TV18 Broadcast

Limited

Shri Pawan

Kumar Kapil

Executive

Director

02460200 74 Bunglow No.12,

Sector – V, Reliance

Greens, Jamnagar

361 142, Gujarat

May 16, 2010 Reliance Sibur

Elastomers Private

Limited

Shri. Yogendra

P. Trivedi

Independent

Director

00001879 91 "Mistry Manor",

62-A, Napean Sea

Road, Mumbai

400 006

April 16, 1992 Zodiac Clothing

Company Limited

The Supreme

Industries Limited

Emami Limited

Sai Service Private

Limited

Federation of Indian

Automobile

Association

Prof. Dipak C.

Jain

Independent

Director

00228513 62 915, Hamlin Street,

Evanston, Illinois

60201, USA

August 4, 2005 Reliance Retail

Ventures Limited

Reliance Retail

Limited

John Deere &

Company

Reliance Jio

Infocomm Limited



49


Company since

Details of other

Directorship

Dr. Raghunath A.

Mashelkar

Independent

Director

00074119 77 D/4, Varsha Park,

Raghunath Bunglow,

Baner Road, Baner,

Pune 411 045

June 9, 2007 Piramal Enterprises

Limited

Sakal Media Private

Limited

Invictus Oncology

Private Limited

International

Longevity Centre –

India

Gharda Scientific

Research Foundation

Gharda Medical &

Advanced

Technologies

Foundation

Access Health

International

Godrej Agrovet

Limited

Vyome Therapeutics

Limited

Akamara

Biomedicine Private

Limited

Shri Adil

Zainulbhai

Independent

Director

06646490 66 The Imperial

Apartment, Flat No.

4701, B B Nakashe

Marg, Tardeo,

Mumbai 400 034

December 20,

2013

Larsen and Toubro

Limited

Network18 Media &

Investments Limited

Reliance Jio

Infocomm Limited

Cipla Limited

Reliance Retail

Ventures Limited

TV18 Broadcast

Limited

Piramal Foundation

Viacom 18 Media

Private Limited

Smt. Nita M.

Ambani

Non- Executive

Non-

Independent

Director

03115198 57 39, Altamount Road,

Opp Washington

House, Mumbai 400

026

June 18, 2014 Football Sports

Development Limited

EIH Limited

Reliance Foundation

Institution of

Education and

Research

Reliance Foundation

Shri Raminder

Singh Gujral

Independent

Director

07175393 66 109, Sector 10A

Chandigarh 160 011

June 12, 2015 Adani Power

(Mundra) Limited

Adani Power Limited

Dr. Shumeet

Banerji

Independent

Director

02787784 60 160 W, 62nd Street –

Apt 42C– New York,

NY 100237540, USA.

July 21, 2017 Felix

Pharmaceuticals

Private Limited

(Ireland)

Reliance Jio



50


Company since

Details of other

Directorship

Infocomm Limited

HP Inc (Formerly,

Hewlett Packard

Company Inc)

Tala Energy Private

Limited

Haldu Toda Private

Limited

Proteus Digital

Health, Inc.

Smt. Arundhati Bhattacharya

Independent Director

02011213 64

Flat No 702, Suvidha Emerald C Wing, 7th Floor, Khed Gully Sai Bhakti Marg, Off Sayani Road Prabhadevi, Mumbai 400025

October 17, 2018

CRISIL Limited (up to

April 15, 2020)

Wipro Limited

Piramal Enterprises

Limited

Welmo Fintech

Private Limited

Swift India Domestic

Services Private

Limited

Om Abode Innovation

Foundation Centre

Shri K. V. Chowdary

Non-executive Director

08485334 65

Flat No. Teja 511, My Home Navadweepa, Madhapur, K. V. Ranga Reddy, Hyderabad, 500081

October 18, 2019

CCL Products (India)

Limited

Divi’s Laboratories

Limited

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

2.5.2 Details of change in Directors since last three years

Name Designation DIN Appointment/

Resignation

Date of

Appointment/

Resignation

Director of

Company

since (in

case of

resignation)

Remarks

Shri K. V.

Chowdary

Non-

Executive

Director

08485334 Appointment October 18,

2019

N.A. --

Shri

Mansingh L.

Bhakta

Independent

Director

00001963 Demitted office of

a Director

August 12,

2019

September

27, 1977

--

Prof. Ashok

Misra

Independent

Director

00006051 Demitted office

of a Director

October 17,

2018

April 27,

2005

--

Smt.

Arundhati

Bhattacharya

Independent

Director

02011213 Appointment October 17,

2018

N.A. --

Shri Dharam

Vir Kapur

Independent

Director

00001982 Cessation July 21,

2017

March 28,

2001

--

Dr. Shumeet

Banerji

Independent

Director

02787784 Appointment July 21,

2017

N.A.



51

2.6 Details regarding the Auditors of the Company

2.6.1 Details of the statutory auditors of the Company

Name Address Auditor since

S R B C & CO LLP,

Chartered Accountants

(Registration No. 324982E/E300003)



Dadar (West), Mumbai 400 028

July 21, 2017

D T S & Associates LLP,

Chartered Accountants

(Registration No. 142412W/W100595)

Suite # 1306-1307,

Lodha Supremus, Senapati Bapat Marg,

Lower Parel, Mumbai 400 013

July 21, 2017

2.6.2 Details of change in statutory auditors since last three years

Name Address Date of

Appointment/

Resignation

Auditor of the

Company since

(in case of

resignation)

Remarks

Chaturvedi & Shah,

Chartered

Accountants

(Registration No.

101720W)

714-715, Tulsiani

Chambers, 212,

Nariman Point

Mumbai 400 021

July 21, 2017 September 24,

1977

Ceased to be

auditors due to

mandatory

rotation of

auditors as

prescribed under

Section 139 of

the Companies

Act, 2013

Deloitte Haskins &

Sells LLP, Chartered

Accountants

(Registration No.

117366W / W –

100018)

Indiabulls Finance

Centre

Tower 3, 27th – 32nd

Floor, Senapati Bapat

Marg, Elphinstone

Road (West), Mumbai

400 013

July 21, 2017 August 03, 2005

Rajendra & Co.,

Chartered

Accountants

(Registration No.

108355W)

1311, Dalamal Tower,

211, Nariman Point

Mumbai 400 021

July 21, 2017 January 18, 1977

S R B C & CO LLP,

Chartered

Accountants

(Registration No.

324982E/E300003)


29, Senapati Bapat

Marg,

Dadar (West),

Mumbai 400 028

July 21, 2017 N.A. Appointed as

auditors pursuant

to Section 139 of

the Companies

Act, 2013 for a

term of 5

consecutive

years

D T S & Associates

LLP,

Chartered

Accountants

(Registration No.

142412W/W100595)

Suite # 1306-1307,

Lodha Supremus,

Senapati Bapat Marg,

Lower Parel, Mumbai

400 013

July 21, 2017 N.A.

2.7 Details of borrowings of the Company as on latest quarter ended i.e. December 31, 2019



52

Pursuant to the Scheme of Arrangement amongst RJIL and certain class of its creditors under Sections 230-232 and other applicable provisions of the Companies Act, 2013 approved by the Hon’ble National Company Law Tribunal, Ahmedabad bench vide order dated March 13, 2020, RIL has assumed identified liabilities (as defined in the Scheme) with effect from the appointed date i.e. December 16, 2019. Accordingly, borrowings of about Rs. 66,987 crore including debentures amounting to Rs.18,886 crore stood transferred to RIL. The table below does not include these borrowings. The ISINs relating to debentures assumed by the Company stood transferred in its name with effect from March 30, 2020.

2.7.1 Details of Secured Loan Facilities*

Lender’s

Name/ Name

of Bank

Type of

facility

Amount

Sanctioned

(Rs. Crore)

Principal

Amount

Outstanding

(Rs. Crore)

Repayment Date /

Schedule

Security

HDFC Bank Cash Credit 100 0.55 On Demand

Debtors and

inventory of the

Company

State Bank of

India

Cash Credit 100 4.93 On Demand

State Bank of

India

Working

Capital

Demand

Loan

150 90.00 Various dates in

the month of March

& May, 2020.

HDFC Bank

Ltd

Working

Capital

Demand

Loan

150 40.60 Various dates in

the month of

January, 2020.

Punjab

National

Bank

Working

Capital

Demand

Loan

300 300.00 January 07, 2020.

*Note: Debentures not shown above since it is given separately in this Disclosure Document

2.7.2 Details of Unsecured Loan Facilities (as on December 31, 2019)*

Lender / Instrument Name Type of

Facility

Amount

Sanctioned

(Rs. Crore

unless

specified)

Principal

Amount

Outstanding

(Rs. Crore)**

Repayment Date/

Schedule

Foreign Currency Bonds

U.S.$ 100,000,000 9.375%

Notes due 2026 (Yankee 2)

FCY

Bonds

$ 100 million 157.76 June 24, 2026

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


FCY

Bonds

$ 100 million 68.67 August 06, 2046

U.S.$ 214,000,000 8.25%


FCY

Bonds

$ 214 million 242.17 January 15, 2027

U.S.$ 100,000,000 10.25%


FCY

Bonds

$ 100 million 88.87 January 15, 2097

US$ 150,000,000 7.625%

Notes due 2027 (CALFP)

FCY

Bonds

$ 150 million 35.69 August 15, 2027

US$1,000,000,000 4.125%

Senior Notes Due 2025

FCY

Bonds

$ 1,000 million 7138.50 January 28, 2025

US$750,000,000 4.875%

Senior Notes Due 2045

FCY

Bonds

$ 750 million 5353.88 February 10, 2045



53


Facility

Amount

Sanctioned

(Rs. Crore

unless

specified)

Principal

Amount

Outstanding

(Rs. Crore)**

Repayment

Date/

Schedule

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

Aflac Life Insurance Japan Limited FCY

Bilateral

Long Term

Loan

$ 100 million 723.67 August 07,

2020

State Bank of India, Singapore Branch FCY

Bilateral

Long Term

Loan

$ 350 million 2498.48

Payable in 3

equal annual

instalments

commencing

on January 17,

2020 and

ending on

January 17,

2022

Export Development Canada, Canada FCY ECA

Long Term

Loan

$ 500 million 2254.26

Payable in 19

equal semi-

annual

instalments

commencing

on September

30, 2016 and

ending on

September 30,

2025

US$200,000,000 5% Senior

Notes Due 2035

FCY

Bonds

$ 200 million 1427.70 June 05, 2035

US$225,000,000 2.512%

Notes due 2026, Series

2015-1 Guaranteed by

Export-Import Bank of the

USA

FCY

Bonds

$ 225 million 1044.01 Payable in 20 equal semi-

annual instalments

commencing on July 15,

2016 and ending on

January 15, 2026

US$190,716,000 2.060%




USA

FCY

Bonds

$ 190.72 million 884.93 Payable in 20 equal semi-

annual instalments

commencing on July 15,

2016 and ending on

January 15, 2026

US$184,284,000 1.870%




USA

FCY

Bonds

$ 184.28 million 900.09 Payable in 19 equal semi-

annual instalments

commencing on January

15, 2017 and ending on

January 15, 2026

US$204,905,000 2.444%




USA

FCY

Bonds

$ 204.91 million 1000.80 Payable in 19 equal

semi-annual instalments

commencing on January

15, 2017 and ending on

January 15, 2026 U.S.$ 800,000,000 3.667%

Senior Notes due 2027

FCY

Bonds

$ 800 million 5710.80 November 30, 2027



54


Facility

Amount

Sanctioned

(Rs. Crore

unless

specified)

Principal

Amount

Outstanding

(Rs. Crore)**

Repayment

Date/

Schedule

Citibank N.A, MUFG Bank Ltd, Singapore Branch and Westpac Banking Corporation

FCY Club

Long Term

Loan

$ 166.67

million

1189.75

June 29, 2020

Various lenders including

The Export-Import Bank Of the Republic of China, The Korea Development Bank, The Korea Development Bank, Singapore Branch, The Shanghai Commercial & Savings Bank Ltd., Offshore Banking Branch, United Overseas Bank Ltd, Westpac Banking Corporation, Mega International Commercial Bank Co., Ltd., Offshore Banking Branch, Mizuho Bank Limited, Singapore Branch, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation, Singapore Branch, Taipei Fubon Commercial Bank Co. Ltd., Singapore Branch, ,First Commercial Bank, Singapore Branch, Land Bank Of Taiwan, Singapore Branch, ,First Abu Dhabi Bank PJSC, Export Development Canada, E Sun Commercial Bank Limited, DBS Bank Limited, Credit Agricole Corporate And Investment Bank, Hong Kong Branch, Citibank N.A, Jersey Branch, BNP Paribas Singapore Branch, Bank Of Taiwan, Singapore Branch, Bank Of China Ltd Singapore Branch, Bank Of China (Hong Kong) Limited, Bank Of America, N. A, Taipei Offshore Banking Branch, Australia And New Zealand Banking Group Limited, Hua Nan Commercial Bank Ltd, Singapore Branch, Hua Nan Commercial Bank Ltd., Offshore Banking Branch, Intesa Sanpaolo S.P.A., Hong Kong Branch, KGI Bank

FCY

Syndicated

Long Term

Loan

$ 550 million 3926.18

April 27, 2020


The Hokkoku Bank Ltd., Singapore Branch, The Hongkong And Shanghai Banking Corporation Ltd, Singapore Branch, The Iyo Bank Ltd, The Shanghai Commercial & Savings Bank Ltd., Offshore Banking Branch, United Overseas Bank Ltd, Labuan Branch, Mega International Commercial Bank Co. Ltd, Offshore Banking Branch, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation, Singapore Branch, Taiwan Shin Kong Commercial Bank Co. Ltd., The Gunma Bank Ltd, Chang Hwa Commercial Bank Ltd, Offshore Banking Branch, Mediobanca International (Luxembourg) S.A., BNP Paribas Singapore Branch, Bank Of Taiwan, Offshore Banking Branch, Bank Of China (Hong Kong) Limited, Bank Of Baroda, Singapore Branch, Citibank N.A, Jersey Branch, Export Development Canada, Industrial Bank Of Korea, Hong Kong Branch

FCY

Syndicated

Long Term

Loan

$ 550 million 3926.17

June 19, 2020



55


Facility

Amount

Sanctioned

(Rs. Crore

unless

specified)

Principal

Amount

Outstanding

(Rs. Crore)**

Repayment

Date/

Schedule


Standard Chartered Bank, Sumitomo Mitsui Banking Corporation, Singapore Branch, The Hongkong And Shanghai Banking Corporation Ltd, Singapore Branch, Société Générale, Hong Kong Branch, United Overseas Bank Ltd, Westpac Banking Corporation, , JP Morgan Chase Bank, N.A., Singapore Branch, , Landesbank Baden Württemberg, Singapore Branch, Mizuho Bank Limited, Singapore Branch, MUFG Bank Ltd, Singapore Branch, Hua Nan Commercial Bank Ltd, Offshore Banking Branch, First Abu Dhabi Bank PJSC, Singapore Branch, Export Development Canada, DBS Bank Limited, Citibank N.A, Jersey Branch, BNS Asia Limited, BNP Paribas Singapore Branch, Bank Of America, N. A., Australia And New Zealand Banking Group Limited

FCY

Syndicated

Long Term

Loan

$ 815 million

and EUR 150

million

6955.24

Payable in 2

equal

instalments -

on 29 April,

2020 and on 29

July 2020

Various Lenders including Sumitomo Mitsui Banking Corporation, Singapore Branch, The Bank Of East Asia, Limited, Singapore Branch, The Hongkong And Shanghai Banking Corporation Ltd,, Singapore Branch, United Overseas Bank Ltd, Union Bank of India, Hong Kong Branch, Westpac Banking Corporation, ,Mizuho Bank Limited, Singapore Branch, MUFG Bank Ltd, Singapore Branch, Societe Generale, Hong Kong Branch, First Abu Dhabi Bank PJSC, Singapore Branch, DBS Bank Limited, Credit Agricole Corporate And Investment Bank, Hong Kong Branch, Citibank N.A, Jersey Branch, BNS Asia Limited, BNP Paribas Singapore Branch, Bank Of America, N. A, Australia And New Zealand Banking Group Limited

FCY

Syndicated

Long Term

Loan

$ 187.41

million

1337.82

July 30, 2021

Various Lenders including The Nomura Trust And Banking Co Ltd., The Norinchukin Bank, Singapore Branch, The Shizuoka Bank Limited, Hong Kong Branch, United Overseas Bank Ltd, Westpac Banking Corporation, The Export-Import Bank Of the Republic of China, The Gunma Bank Ltd, The Hokkoku Bank Ltd., Singapore Branch, The Hongkong And Shanghai Banking Corporation Ltd, Singapore Branch, The Joyo Bank Ltd, Bank Of Taiwan, Singapore Branch, Barclays Bank PLC, BNP Paribas Singapore Branch, ,BNS Asia Limited, Citibank N.A,, Jersey branch, Australia And New Zealand Banking Group Limited, Bank Of America, N. A,, Bank Of China Limited, Macau Branch, Bank Of China Ltd Singapore Branch, Credit Agricole Corporate And Investment Bank, Hong Kong Branch, Standard Chartered Bank, London, Sumitomo Mitsui Banking Corporation, Singapore Branch, Sumitomo Mitsui Trust Bank Limited, Singapore

FCY

Syndicated

Long Term

Loan

$ 1,478.47

million

10554.09

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



56


Facility

Amount

Sanctioned

(Rs. Crore

unless

specified)

Principal

Amount

Outstanding

(Rs. Crore)**

Repayment

Date/

Schedule

Branch, Taipei Fubon Commercial Bank Co. Ltd., Singapore Branch, Taiwan Business Bank, Offshore Banking Branch, ,Mizuho Bank Limited, Singapore Branch, MUFG Bank Ltd, Singapore Branch, Shinsei Bank Limited, Siemens Bank Gmbh, Singapore Branch, Societe Generale, Hong Kong Branch, Taiwan Cooperative Bank, Offshore Banking Branch, First Abu Dhabi Bank PJSC, Singapore Branch, Hua Nan Commercial Bank Ltd,, Offshore Banking Branch, Hua Nan Commercial Bank Ltd,, Singapore Branch, Intesa Sanpaolo S.P.A., Singapore Branch, Jih Sun International Bank Limited, KFW Ipex-Bank Gmbh, CTBC Bank Co. Ltd, DBS Bank Limited, Development Bank Of Japan Ltd., , E Sun Commercial Bank Limited, Export Development Canada, Mega International Commercial Bank Co. Ltd, Offshore Banking Branch

Various Lenders including The Chiba Bank Limited, Hong Kong Branch, The Hongkong And Shanghai Banking Corporation Ltd,, Singapore Branch, The Korea Development Bank, The Korea Development Bank, Singapore Branch, The Korea Development Branch, Tokyo Branch, United Overseas Bank Ltd, Westpac Banking Corporation, MUFG Bank Ltd,, Singapore Branch, Societe Generale, Hong Kong Branch, Union Bank of India, Hong Kong Branch, Sumitomo Mitsui Banking Corporation, Singapore Branch, The Bank Of East Asia, Limited, Singapore Branch, DBS Bank Limited, Mizuho Bank Limited, Singapore Branch, Credit Agricole Corporate And Investment Bank, Hong Kong Branch Citibank N.A, Jersey Branch, BNS Asia Limited, BNP Paribas Singapore Branch, Bank Of America, N. A, Baiduri Bank Berhad, Australia And New Zealand Banking Group Limited, Afrasia Bank Limited, Export Development Canada, First Abu Dhabi Bank PJSC, Singapore Branch, JP Morgan Chase Bank N.A., Singapore Branch

FCY

Syndicated

Long Term

Loan

$ 966.06

million

6896.21

Payable in 2 equal installments on 29 Jul 2021 and 29 Oct 2021

Various lenders including Sumitomo Mitsui

Banking Corporation, HSBC Bank Plc, ING

Bank, a branch of ING DiBa AG, Erste

Abwicklungsanstalt and DZ Bank AG

FCY ECA

Long Term

Loan

$ 250 million

EUR 108

million

1457.31

Payable in 20

equal semi-

annual

instalments

commencing

on July 31,

2015 and

ending on

January 31,

2025



57


Facility

Amount

Sanctioned

(Rs. Crore

unless

specified)

Principal

Amount

Outstanding

(Rs. Crore)**

Repayment

Date/

Schedule

Various Lenders including KFW Ipex Bank Gmbh, Landesbank Baden- Württemberg , NordDeutsche Landesbank Girozentrale, Singapore Branch, Oddo Bhf Aktiengesellschaft, Unicredit Bank Ag, Banco Santander, S.A., Citibank N.A, London Branch, Commerzbank Aktiengesellchaft, DZ Bank Ag (Deutsche Zentral - Genossenschaftsbank) ,ING Bank, A Branch Of Ing Diba Ag

FCY ECA

Long Term

Loan

Euro 950 Mn

$ 200 Mn

5375.94

Payable in 19

equal semi-

annual

instalments

commencing

on October 31,

2016 and

ending on

October 31,

2025

Credit Agricole Corporate And Investment Bank, HSBC Bank Plc, ING Bank, A Branch Of Ing Diba Ag, JP Morgan Chase Bank N.A., Singapore Branch, MUFG Bank Ltd, Singapore Branch, Australia And New Zealand Banking Group Limited, Banco Santander, S.A., Commerzbank Aktiengesellchaft, Sumitomo Mitsui Banking Corporation

FCY ECA

Long Term

Loan

$ 400 million

JPY 8.5

billion

2390.23 Payable in 20

equal semi-

annual

instalments

commencing

on March 21,

2017 and

ending on

September 21,

2026

Export Import Bank Of The United States

FCY ECA

Long Term

Loan

$ 1,000

million

571.06

Payable in 20

equal semi-

annual

instalments

commencing

on July 15,

2016 and

ending on

January 15,

2026

BNP Paribas SA,HSBC France FCY ECA

Long Term

Loan

EUR 100

million

493.68

Payable in 15

equal semi-

annual

instalments

commencing

on September

21, 2017 and

ending on

September 21,

2024

Australia and New Zealand Banking Group

Limited

FCY ECA

Long Term

Loan

$ 300 million 1499.09

Payable in 20

equal semi-

annual

instalments

commencing

on March 21,

2017 and

ending on

September 21,

2026



58


Facility

Amount

Sanctioned

(Rs. Crore

unless

specified)

Principal

Amount

Outstanding

(Rs. Crore)**

Repayment

Date/

Schedule

Various lenders including DZ Bank Ag

(Deutsche Zentral Genossenschaftsbank,

Frankxfurt, am Main, ING Bank, A Branch

Of Ing Diba Ag, KFW Ipex Bank Gmbh,

MUFG Bank Ltd, The Hongkong And

Shanghai Banking Corporation Ltd

FCY ECA

Long Term

Loan

EUR 175

million

981.16 Payable in 20

equal semi-

annual

instalments

commencing

on March 21,

2017 and

ending on

September 21,

2026

Various Lenders including Japan Bank For International Cooperation, The Chugoku Bank Ltd, The Gunma Bank Ltd, The Hachijuni Bank, Ltd., The Hyakujushi Bank Ltd, The Joyo Bank Ltd,, MUFG Bank Ltd, Sumitomo Mitsui Banking Corporation, The Chiba Bank Limited, Mizuho Bank Ltd.

FCY ECA

Long Term

Loan

$ 550 million 1874.91

Payable in 20

equal semi-

annual

instalments

commencing

on October 10,

2016 and

ending on April

10, 2026

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

FCY ECA

Long Term

Loan

$ 340 million

EUR 136

million

3331.31

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

Various Lenders including Banque Misr SAE, Paris Branch, DZ Bank Ag (Deutsche Zentral, Intesa Sanpaolo Bank Luxembourg S.A., KFW Ipex Bank Gmbh, State Bank Of India, Frankfurt Branch, State Bank Of India, Antwerp Branch, Unicredit Bank Ag, Caja de Crédito de los Ingenieros, Sociedad Cooperativa de Crédito (Caja de Ingenieros), KFW Ipex Bank Gmbh, Landesbank Baden Württemberg, Raiffeisenbank Neustadt Ag, Warburg Invest Kapitalanlagegesellschaft mbH WARBURG-SW 4-FONDS

FCY ECB

Long Term

Loan

EURO 405

million

3243.85

Final repayment date starting from June-2022 to June-2026.

Various Lenders including

Shinsei Bank Limited, Sumitomo Mitsui Banking Corporation, Singapore Branch,

The 77 Bank Limited, The Nanto Bank Ltd., The Norinchukin Bank, Singapore

Branch, Credit Agricole Corporate And Investment Bank, Hong Kong Branch, Development Bank Of Japan Inc ,Mizuho Bank Limited, Singapore

Branch, MUFG Bank Ltd, Singapore

Branch, Taiwan Cooperative Bank, Singapore Branch, The Hongkong And Shanghai Banking Corporation Ltd, Singapore

FCY ECB

Long Term

Loan

USD650MN

&

JPY38.85BN

7195.97

Final repayment in 2024.



59


Facility

Amount

Sanctioned

(Rs. Crore

unless

specified)

Principal

Amount

Outstanding

(Rs. Crore)**

Repayment

Date/

Schedule

Branch, The Korea Development Bank, The Korea Development Bank, Singapore Branch, The Korea Development Branch,

Tokyo Branch, United Overseas Bank Ltd, Westpac Banking Corporation, Mega International Commercial Bank Co. Ltd., Offshore Banking Branch, Standard Chartered Bank, London, State Bank Of India, New York, Taiwan Business Bank , Offshore Banking Branch, First Abu Dhabi Bank PJSC, Singapore Branch, Land Bank Of Taiwan, Offshore Banking Branch, E Sun Commercial Bank Limited, DBS Bank Limited, Chang Hwa Commercial Bank Ltd, Offshore Banking Branch, BNS Asia Limited, Hua Nan Commercial Bank Ltd, Offshore Banking Branch, Hua Nan Commercial Bank Ltd., Singapore Branch, JP Morgan Chase Bank N.A., Singapore Branch, Keb Hana Bank, Bahrain Branch, Barclays Bank PLC, Bank Of Taiwan, Singapore

Branch, Bank Of Kaohsiung, Offshore Banking Branch, Bank Of China Ltd Singapore Branch, Bank Of China Limited, Grand Cayman Branch, Bank Of America, N. A, Australia And New Zealand Banking Group Limited. Various lenders including Mizuho Bank Limited, Singapore Branch, MUFG Bank Ltd, Singapore Branch, Sumitomo Mitsui Banking Corporation, Singapore Branch, Sumitomo Mitsui Trust Bank Limited, Singapore Branch, The Joyo Bank Ltd, Credit Agricole Corporate And Investment Bank, Hong Kong Branch, Development Bank Of Japan Inc, The Gunma Bank Ltd, The Hongkong And Shanghai Banking Corporation Ltd, Singapore Branch, The Korea Development Bank, The Korea Development Bank, Singapore Branch, The Korea Development Branch, Tokyo Branch, United Overseas Bank Ltd, Westpac Banking Corporation, Taipei Fubon Commercial Bank Co. Ltd., Singapore Branch, Taiwan Business Bank , Offshore Banking Branch, Taiwan Shin Kong Commercial Bank Co. Ltd., The Bank Of East Asia, Limited, Singapore Branch, The Export-Import Bank Of the Republic of China, ,First Commercial Bank Ltd., Singapore Branch, Sunny Bank Limited, First Abu Dhabi Bank PJSC, Singapore Branch, DBS Bank Limited, Commerzbank Aktiengesellchaft, Singapore Branch BNS Asia Limited, Land Bank Of Taiwan, Offshore Banking Branch, Standard

FCY ECB

Long Term

Loan

USD350MN

&

JPY16.65BN

3593.88

Final repayment in 2025.



60


Facility

Amount

Sanctioned

(Rs. Crore

unless

specified)

Principal

Amount

Outstanding

(Rs. Crore)**

Repayment

Date/

Schedule

Chartered Bank, London State Bank Of India, New York x Industrial Bank of Korea, Hong Kong Branch, Bank Of America, N. A, Australia And New Zealand Banking Group Limited

Intesa Sanpaolo Bank Luxembourg

FCY ECB

Long Term

Loan

Euro 500 Mn 368.44

Final Repayment on October 31, 2024.

Various lenders including The Hongkong And Shanghai Banking Corporation Ltd, Singapore Branch, Australia And New Zealand Banking Group Limited, United Overseas Bank Ltd, First Abu Dhabi Bank PJSC, Singapore Branch, WOORI BANK, Singapore Branch, State Bank Of India, New York, Barclays Bank PLC, Standard Chartered Bank, London, DBS Bank Limited, BNS Asia Limited, Mizuho Bank Limited, Singapore Branch, MUFG Bank Ltd, Singapore Branch, Sumitomo Mitsui Banking Corporation, Singapore Branch,

FCY ECB

Long Term

Loan

$ 285 Mn &

JPY 7.215 Bn

71.39 Final Repayment in September-2025

*Note: Debentures not shown above since it is given separately in this Disclosure Document **Note: Exchange rates as on December 31, 2019 has been considered (Source: FEDAI Foreign Exchange Dealers Association of India)

2.7.3 Details of NCDs outstanding as of December 31, 2019

Series Tenor / Period of maturity (in years)

Coupon (p. a.)

Amount outstanding (Rs. In Crore)

Date of allotment

Redemption Date/ Schedule

Credit Rating

Secured / Unsecured

Security

PPD 180 Tranche-1

10 years 8.75%

500

07-05-2010

07-05-2020

“CRISIL AAA/Stable”, “IND AAA/Stable”

Secured

Immovable Properties situated at Jamnagar Complex (SEZ Unit)

Lender /

Instrument

Name

Type of

Facility

Amount Sanctioned

(Rs. Crore unless

specified)

Principal Amount

Outstanding (Rs.

Crore)

Repayment

Date/ Schedule

Others

Axis Bank Working

Capital

Demand Loan

1,500 500 January 07, 2020



61

Series Tenor / Period of maturity (in years)

Coupon (p. a.)

Amount outstanding (Rs. In Crore)

Date of allotment

Redemption Date/ Schedule

Credit Rating

Secured / Unsecured

Security

PPD Series A

5 years 7.00%

5,000

31-08-2017

31-08-2022

“CRISIL AAA/Stable”, “[ICRA] AAA (Stable)”, “CARE AAA/Stable”

Unsecured

Not Applicable

PPD Series B

3 years and 15 days

6.78%

2,500

01-09-2017

16-09-2020

PPD Series C

3 years 6.80%

2,500

04-09-2017

04-09-2020

PPD Series D

5 years 7.17%

5,000

08-11-2017

08-11-2022

PPD Series E

3 years and 1 month

6.95%

2,500

14-11-2017

14-12-2020

PPD Series F

3 years, 1 month and 2 days

7.07%

2,500

22-11-2017

24-12-2020

PPD Series G

10 years 9.05%

3,500

17-10-2018

17-10-2028

PPD Series H

10 years 8.95%

3,000

09-11-2018

09-11-2028

PPD Series IA#

10 years 8.70%

1,000

11-12-2018

11-12-2028

PPD Series IB

10 years 8.65%

3,000

11-12-2018

11-12-2028

PPD Series J

3 years 8.30%

7,000

08-03-2019

08-03-2022

**These NCD’s are listed on debt market of BSE & NSE. # Total debentures Issued under Series IA aggregate to Rs.2,500 crore Note: Pursuant to the Scheme of Arrangement amongst RJIL and certain class of its creditors under Sections 230-232 and other applicable provisions of the Companies Act, 2013 approved by the Hon’ble National Company Law Tribunal, Ahmedabad bench vide order dated March 13, 2020, RIL has inter alia assumed debentures of RJIL of Rs. 18,886 crore. The same do not form part of the above table. The ISINs relating to debentures assumed by the Company stood transferred in its name with effect from March 30, 2020.

2.7.4 List of top 10 Debenture Holders (on the basis of NCDs outstanding) as on December 31, 2019

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

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

1 IDFC Mutual Funds 2,805.00

2 ICICI Prudential Mutual Funds 2,712.50

3 State Bank of India 2,500.00

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

2,185.00

5 Government of Singapore - 100 Percent Debt Account

1,900.00

6 SBI Life Insurance Co.Ltd 1,679.00

7 HDFC Trustee Company Limited A/C HDFC MFs

1,645.00

8 ICICI Prudential Life Insurance Company Limited

1,555.00

9 SBI Mutual Funds 1,470.00



62

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

10 HDFC Life Insurance Company Limited 1,380.00

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

Sr. No.

Name of the Debenture Holder Amount

(Rs. Crs)

1 IDFC Mutual Funds 185.00

2 HDFC Trustee Company Limited A/C HDFC MFs 35.00

3 Indiafirst Life Insurance Company Ltd 35.00

4 United India Insurance Company Limited 30.00

5 The New India Assurance Company Limited 25.00

6 Postal Life Insurance Fund A/C UTI AMC 15.00

7 Unit Trust of India MFs / Schemes 15.00

8 ECGC Limited 15.00

9 Max Life Insurance Company Limited 14.20

10 Firstrand Bank Ltd 10.00

11 Invesco India Mutual Funds 10.00

12 Sahara India Life Insurance Company Limited 10.00

13 Aditya Birla Sun Life Insurance Company Limited 10.00

14 Star Union Dai-Ichi Life Insurance Company Limited 10.00

15 The Oriental Insurance Company Limited 10.00

16 HSBC Indian Staff Provident Fund 10.00

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

9.70

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

9.60

19 Rural Postal Life Insurance Fund A/C SBIFMPL 8.00

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



63

Sr. No.

Name of the Debenture Holder Amount

(Rs. Crs)

1 ICICI Prudential Mutual Funds 630.00

2 SBI Life Insurance Co. Ltd 440.00


4 ICICI Lombard General Insurance Company Ltd 310.00

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

240.00

6 HDFC Life Insurance Company Limited 215.00


212.50

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

160.00

9 HSBC Global Investment Funds - India Fixed Income 155.00

10 The Master Trust Bank of Japan, Ltd. As trustee of Nissay Short Term Indian Bond Mother Fund

150.00



64

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

Sr.

No. Name of the Debenture Holder

Amount

(Rs. Crs)


655.00

2 Kotak Mutual Funds 390.00

3 SBI Mutual Funds 255.00

4 Kotak Mahindra Bank Ltd 175.00

5 Bajaj Allianz General Insurance Company Limited 150.00


7 Government of Singapore - 100 Percent Debt Account

100.00

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

100.00

9 The Hongkong and Shanghai Banking Corp.Ltd. 75.00


11 ICICI Prudential Life Insurance Company Limited 60.00

12 HDFC Ergo General Insurance Company Limited 50.00

13 Oppenheimer International Bond Fund 50.00

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

Sr.

No. Name of Debenture Holders

Amount

(Rs.

Crore)

1 State Bank of India 2500.00

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

Sr.


Amount

(Rs. Crs)




4 SBI Life Insurance Co.Ltd 490.00


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

265.00

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

150.00



125.00


11 Reliance General Insurance Company Limited 105.00



65

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

Sr.


Amount

(Rs. Crs)



390.00

3 The Hongkong and Shanghai Banking Corporation Limited

370.00




7 AU Small Finance Bank Limited 150.00

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

125.00

9 Axis Mutual Fund Trustee Limited A/C Axis Mutual Funds

100.00

10 Kotak Mahindra Bank Ltd 100.00

11 Oriental Bank of Commerce 50.00

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

Sr. No.

Name of the Debenture Holder Amount (Rs. Crs)




265.00

4 DSP Blackrock Mutual Funds 205.00


150.00





10 Industrial and Commercial Bank Of China Limited 85.00

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

Sr. No.


1 CBT-EPF-05-F-DM 517.50

2 CBT-EPF-11-F-DM 417.50




6 Aditya Birla Sun Life Insurance Company Limited 155.00

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

155.00

8 CBT-EPF-05-E-DM 135.00



66

Sr. No.


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

125.00

10 ICICI Lombard General Insurance Company Ltd 120.00

11 Bharti Axa General Insurance Company Ltd 100.00

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

Sr. No.






144.00



127.50

7 Nomura Fixed Income Securities Private Limited 120.00

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

110.00



11 NPS Trust - A/C SBI Pension Fund Scheme - Corporate CG

75.00

12 Exide Life Insurance Company Limited 75.00

13 Nomura Capital (India) Private Limited 75.00

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

Sr. No.


1 TATA AIA Life Insurance Co Ltd 460.00



4 Bharti Axa Life Insurance Company Ltd 80.00

5 Kotak Mahindra Life Insurance Company Ltd. 80.00

6 PNB Metlife India Insurance Company Limited 80.00

7 Future Generali India Insurance Co Ltd 20.00

8 Future Generali India Life Insurance Co. Ltd 20.00

9 Aegon Life Insurance Company Limited 20.00

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

Sr. No.





287.00



67

Sr. No.


4 The Master Trust Bank of Japan, Ltd. As Trustee for Eastspring Investments India Utility And Infrastructure Bond MF

200.00

5 CBT-EPF-05-E-DM 150.00


128.50


8 Exide Life Insurance Company Limited 85.00



11 CBT-EPF-11-E-DM 75.00

12 Nomura Fixed Income Securities Private Limited 65.00

(m) Top 10 Debenture Holders of NCD - PPD Series J

Sr. No.


1 Government of Singapore - 100 Percent Debt Account 1,775.00


725.00





7 Nomura Investment (Singapore) Pte Ltd 325.00


260.00

9 DSP Blackrock Mutual Funds 235.00


2.7.5 The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, group company, etc.) on behalf of whom it has been issued as on December 31, 2019

Sr. No. Name Relationship Amount (Rs.

Crore)*

1 Reliance Jio Infocomm Limited Subsidiary 64,607

2 Reliance Holding USA Inc Subsidiary 21,416

3 Reliance Jio Infratel Pvt. Limited Other 5,000

4 Reliance Sibur Elastomers Pvt.

Limited

Subsidiary 2,356

5 Reliance Industries (Middle East)

DMCC

Subsidiary 920

6 Reliance Europe Limited Associate 1,365

7 RIL U.S.A, Inc. Subsidiary 26



68

Sr. No. Name Relationship Amount (Rs.

Crore)*

8 Reliance Exploration & Production

DMCC

Subsidiary 357

9 Reliance Global Energy Services

(Singapore) Pte. Limited

Subsidiary 46

10 Reliance Global Energy Services

Limited

Subsidiary 6

Total 96,099

* Borrowing / Utilisation as on December 31, 2019 by entities with respect to these Corporate Guarantees

Pursuant to the Scheme of Arrangement amongst RJIL and certain class of its creditors under Sections 230-232 and other applicable provisions of the Companies Act, 2013 approved by the Hon’ble National Company Law Tribunal, Ahmedabad bench vide order dated March 13, 2020, RIL has assumed identified liabilities (as defined in the Scheme) including borrowings of about Rs. 66,987 crore with effect from the appointed date i.e. December 16, 2019. The borrowings include debentures of RJIL of Rs. 19,886 crore. The ISINs relating to debentures assumed by the Company stood transferred in its name with effect from March 30, 2020. Accordingly, the corporate guarantees issued for RJIL shall get reduced by about Rs. 64,587 Crore.

2.7.6 Details of Commercial Papers

The total face value of commercial papers outstanding as on December 31, 2019 is Rs. 9,750 Crore. The breakup is provided in the following table:

Sr. No.

Maturity Date Amount

Outstanding (Rs. Crore)*

1 13-Jan-20 100.00

2 13-Feb-20 1,200.00

3 14-Feb-20 200.00

4 17-Feb-20 600.00

5 02-Mar-20 1,400.00

6 03-Mar-20 1,750.00

7 06-Mar-20 1,075.00

8 09-Mar-20 450.00

9 05-May-20 800.00

10 18-May-20 1,325.00

11 29-May-20 850.00

Total 9,750.00

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

dates.

2.7.7 Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures/ Preference Shares) as on December 31, 2019



69

Party Name (in case of

Facility)/ Instrument

Name

Type of Facility/

Instrument

Amount Sanctioned

/ Issued (Rs. Crore)

Principal Amount

outstanding (Rs. Crore)

Repayment Date /

Schedule

Credit Rating

Secured/ Unsecured

Security

None

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

None

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

None

2.8 Details of Promoters of the Company

Details of Promoter and Promoter Group’s Holding in the Company as on the latest quarter end i.e. December 31, 2019

Sr.No. Name of the shareholders Total No of

Equity Shares

No of shares in

demat form

Total Shareholding

/ voting rights as %

of total no of equity shares

No of Shares Pledge

d

% of Shares pledged

with respect to

shares owned

Promoter and Promoter Group

1. Mukesh D Ambani 72 31 692 72 31 692 0.11 0 0.00

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

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

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

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

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

7. Devarshi Commercials LLP 71 08 00 410 71 08 00

410 11.21 0 0.00

8. Srichakra Commercials LLP 68 88 95 274 68 88 95

274 10.87 0 0.00

9. Karuna Commercials LLP 50 81 66 996 50 81 66

996 8.02 0 0.00

10. Tattvam Enterprises LLP 43 14 31 608 43 14 31

608 6.81 0 0.00

11. Reliance Industries Holding Private Ltd

25 75 37 726 25 75 37

726 4.06 0 0.00



70


Equity Shares

No of shares in

demat form

Total Shareholding



No of Shares Pledge

d

% of Shares pledged

with respect to

shares owned

12.

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

24 09 42 006 24 09 42

006 3.80 0 0.00

13.

Reliance Services and Holdings Limited (a compnay controlled by Petroleum Trust, sole beneficiary of which is M/s. Reliance Industrial Investments and Holdings Ltd.)

17 18 82 820 17 18 82

820 2.71 0 0.00

14. Shreeji Comtrade LLP 1 33 55 000 1 33 55 000 0.21 0 0.00

15. Shrikrishna Tradecom LLP 1 33 55 000 1 33 55 000 0.21 0 0.00

16. Svar Enterprises LLP 1 27 40 032 1 27 40 032 0.20 0 0.00

17. Reliance Welfare Association

50 10 936 50 10 936 0.08 0 0.00

18. Vasuprada Enterprises LLP 12 33 680 12 33 680 0.02 0 0.00

19. Reliance Industrial Infrastructure Limited

3 44 000 3 44 000 0.01 0 0.00

20. Exotic Officeinfra Private Limited

25 776 25 776 0.00 0 0.00

21. Carat Holdings and Trading Co Pvt Ltd

10 200 10 200 0.00 0 0.00

22. Neutron Enterprises Private Limited

1 722 1 722 0.00 0 0.00

23. Futura Commercials Private Limited

1 690 1 690 0.00 0 0.00

24. Abhayaprada Enterprises LLP

200 200 0.00 0 0.00

25. Adisesh Enterprises LLP 200 200 0.00 0 0.00

26. Ajitesh Enterprises LLP 200 200 0.00 0 0.00

27. Badri Commercials LLP 200 200 0.00 0 0.00

28. Bhuvanesh Enterprises LLP 200 200 0.00 0 0.00

29. Chakradhar Commercials LLP

200 200 0.00 0 0.00

30. Chakresh Enterprises LLP 200 200 0.00 0 0.00

31. Chhatrabhuj Enterprises LLP

200 200 0.00 0 0.00

32. Harinarayan Enterprises LLP

200 200 0.00 0 0.00

33. Kankhal Trading LLP 200 200 0.00 0 0.00

34. Pavana Enterprises LLP 200 200 0.00 0 0.00

35. Pitambar Enterprises LLP 200 200 0.00 0 0.00

36. Rishikesh Enterprises LLP 200 200 0.00 0 0.00

37. Samarjit Enterprises LLP 200 200 0.00 0 0.00

38. Shripal Enterprises LLP 200 200 0.00 0 0.00



71


Equity Shares

No of shares in

demat form

Total Shareholding



No of Shares Pledge

d

% of Shares pledged

with respect to

shares owned

39. Taran Enterprises LLP 200 200 0.00 0 0.00

40. Trilokesh Commercials LLP 200 200 0.00 0 0.00

41. Vishatan Enterprises LLP 200 200 0.00 0 0.00

42. Synergy Synthetics Private Limited

200 200 0.00 0 0.00

43. Chakradev Enterprises LLP 200 200 0.00 0 0.00

44. Janardan Commercials LLP 200 200 0.00 0 0.00

45. Kamalakar Enterprises LLP 200 200 0.00 0 0.00

46. Narahari Enterprises LLP 200 200 0.00 0 0.00

47. Elakshi Commercials Private Limited

100 100 0.00 0 0.00

48. Pinakin Commercials Private Limited

100 100 0.00 0 0.00

49. Reliance Life Sciences Private Limited #

0 0 0.00 0 0.00

50.

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

0 0 0.00 0 0.00

51.

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

0 0 0.00 0 0.00

52.

EWPL Holdings Private Limited (Formerly known as Reliance Utilities Private Limited) #

0 0 0.00 0 0.00

Total 309 80 84 968 309 80 84

968 48.87 0 0.00

# As per disclosures under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, furnished by the Promoters. ## Note: Pursuant to the inter se transfer of shares amongst the existing persons and entities belonging to the promoter and promoter group during the quarter ended March 31, 2020, shareholding of the following persons and entities has undergone change. However, there is no change in the overall % holding of the promoter and promoter group of the Company following the said inter se transfer:

Sr. No.


No. of shares held

No. of shares


form


1 Samarjit Enterprises LLP 11 60 81 370 11 60 81 370 1.83

2 Tattvam Enterprises LLP 50 81 66 996 50 81 66 996 8.01

3 Shri Mukesh D Ambani 75 00 000 75 00 000 0.12

4 Smt. Nita M Ambani 75 00 000 75 00 000 0.12



72

Sr. No.


No. of shares held

No. of shares


form


5 Shri Akash M Ambani 75 00 000 75 00 000 0.12

6 Ms. Isha M Ambani 75 00 000 75 00 000 0.12

7 Shri Anant M Ambani 75 00 000 75 00 000 0.12

8 Devarshi Commercials LLP 50 81 66 996 50 81 66 996 8.01

2.9 Abridged version of Financial information for the last 3 years

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

(Rs. in Crore)

Sr. No.

Particulars FY 2018-19 FY 2017-18 FY 2016-17

A. Balance Sheet

Assets

Net Fixed Assets (Including Goodwill & CWIP) 5,77,837 590,907 523,363

Non Current Financial Assets 1,71,362 27,927 28,347

Deferred Tax Assets (net) 4,776 5,075 5,537

Other Non Current Assets 17,676 8,653 8,279

Current Assets:

Inventories 67,561 60,837 48,951

Current Financial Assets 1,21,723 90,188 77,991

Other Current Assets 36,804 32,761 19,871

Assets held for sale 4,667

Total 10,02,406 816,348 712,339

Equity and Liabilities

Share Capital 5,926 5,922 2,959

Other Equity 3,81,186 287,584 260,750

Non Controlling Interest 8,280 3,539 2,917

Non - Current Financial Liabilities 2,17,526 152,717 161,173

Deferred Payment Liabilities 18,839 20,210 20,137

Long Term Provisions 2,856 2,906 2,353

Deferred tax Liabilities (Net ) 49,923 29,618 26,735

Other Non Current Liabilities 548

Current Financial Liabilities 2,59,796 269,441 212,664

Other Current Liabilities & Provisions 54,227 44,411 22,651

Liabilities directly associated with Assets held for Sale 3,299

Total 10,02,406 816,348 712,339

B. Profit and Loss Statement

Revenue from Operations 5,82,845 408,265 330,180

Other Income* 8,738 10,008 9,335

Expenditure 4,98,927 344,089 283,986

EBITDA 92,656 74,184 55,529

Depreciation and Amortisation 20,934 16,706 11,646

EBIT 71,722 57,478 43,883

Finance Cost 16,495 8,052 3,849

Tax 15,390 13,346 10,201

PAT before minority Interest 39,837 36,080 29,833

Minority Interest 249 5 (68)

PAT 39,588 36,075 29,901



73

Sr. No.


C. Cash Flow Statement

Operating Profit/ Loss before Working Capital Changes 83,076 62,765 44,170

Net Cash From Operating Activities 45,736 71,459 49,550

Net Cash From/ (used in) Investing Activities (99,006) (68,290) (66,292)

Net Cash From/ (used in) Financing Activities 55,906 (2,001) 8,617

Net increase / (decrease) in Cash and Cash Equivalents 2,636

1,168 (8,125)

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

Upon Addition Of Subsidiaries 621 98 91

Closing balance of Cash and Cash Equivalents 7,512 4,255 2,989

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

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

(Rs. in Crore)

Sr. No.


A. Balance Sheet

Assets

Net Fixed Assets (Including CWIP) 3,14,745 300,447 287,319

Non Current Financial Assets 3,03,786 189,644 150,962

Other Non Current Assets 4,287 3,522 2,184

Current Assets:

Inventories 44,144 39,568 34,018

Current Financial Assets 97,584 73,857 67,404

Other Current Assets 11,199 10,487 4,859

Total 7,75,745 617,525 546,746


Share Capital 6,339 6,335 3,251

Other Equity 3,98,983 308,312 285,062

Non - Current Financial Liabilities 1,18,098 81,596 78,723

Long Term Provisions 2,483 2,205 2,118

Deferred tax Liabilities (Net) 47,317 27,926 24,766

Other Non-Current Liabilities 504 504 -

Current Financial Liabilities 1,55,013 152,164 134,661

Other Current Liabilities & Provisions 47,008 38,483 18,165

Total 7,75,745 617,525 546,746

B. Profit and Loss Statement

Revenue from Operations 3,84,904 305,335 265,041

Other Income 9,419 8,220 8,709

Expenditure 3,26,647 253,594 221,785

EBITDA 67,676 59,961 51,965

Depreciation and Amortisation 10,558 9,580 8,465

EBIT 57,118 50,381 43,500

Finance Cost 9,751 4,656 2,723

Tax 12,204 12,113 9,352

PAT 35,163 33,612 31,425

C. Cash Flow Statement



74

Sr. No.


Operating Profit/ Loss before Working Capital Changes 57,306

50,083 41,477

Net Cash From Operating Activities 32,828 62,000 51,450

Net Cash From/ (used in) Investing Activities -57,586 (59,109) (54,949)

Net Cash From/ (used in) Financing Activities 25,795 (1,914) (1,639)

Net increase / (decrease) in Cash and Cash Equivalents 1,037

977 (5,138)

Opening balance of Cash and Cash Equivalents 2,731 1,754 6,892

Closing balance of Cash and Cash Equivalents 3,768 2,731 1,754

2.9.3 Abridged version of Latest Limited Review Half Yearly Consolidated financial information

(Rs. in Crore)

Sr. No. Particulars 1H FY 2019-20

A. Balance Sheet

Assets

Net Fixed Assets (Including Goodwill and CWIP) 6,16,504 Non-Current Financial Assets 1,69,738 Deferred tax assets (net) 4,141 Other Non-Current Assets 36,998 Current Assets: Inventories 72,231 Current Financial Assets 1,16,494 Other Current Assets 26,827

Total 10,42,933

Equity and Liabilities Share Capital 6,339 Other Equity 3,99,034 Non-Controlling Interest 8,459 Non-current Financial liabilities 2,08,018 Deferred Payment Liabilities 18,375 Long Term Provisions 1,639 Deferred Tax Liabilities (Net) 51,990 Other Non Current Liabilities 510

Current Financial Liabilities 2,82,372 Other Current Liabilities & Provisions 66,197 Total 10,42,933

B.

Profit & Loss Statement

Revenue from operations 3,14,978

Other Income* 6,839

Expenditure 2,71,511

EBITDA 50,306

Depreciation and Amortisation 10,326

EBIT 39,980



75

Sr. No. Particulars 1H FY 2019-20

Finance Cost 10,559

Tax 7,928 PAT before minority interest 21,493 Minority Interest 127 PAT 21,366

*Note: Includes Shares of Profit / (loss) of Associates and Joint Ventures

2.9.4 Abridged version of Latest Limited Review Half Yearly Standalone financial information

(Rs. in Crore) Sr. No Particulars 1H FY 2019-20

A. Balance Sheet

Assets

Net Fixed Assets (Including CWIP) 3,27,305

Non-Current Financial Assets 3,00,657

Other Non-Current Assets 2,321

Current Assets: Inventories 37,348

Current Financial Assets 93,576

Other Current Assets 9,096

Total 7,70,303


Share Capital 6,339

Other Equity 4,12,153

Non-current Financial liabilities 1,06,833

Long Term Provisions 1,273

Deferred Tax Liabilities (Net) 48,949

Other Non-current Liabilities 504

Current Financial Liabilities 1,40,790

Other Current Liabilities & Provisions 53,462

Total 7,70,303

B. Profit & Loss Statement


Other Income 6,974


EBITDA 34,280


EBIT 29,788

Interest 5,424

Tax 5,626

PAT 18,738

2.9.5 Abridged version of Latest Limited Review Quarterly Consolidated financial information

(Rs. in Crore) Sr. No Particulars 3Q FY 2019-20

A. Profit & Loss Statement




76

Sr. No Particulars 3Q FY 2019-20

Other Income* 3,702


EBITDA 25,911


EBIT 20,366

Finance costs 5,404

Tax 3,121

PAT before minority interest 11,841

Minority Interest 201

PAT 11,640

*Note: Includes Shares of Profit / (loss) of Associates and Joint Ventures

2.9.6 Abridged version of Latest Limited Review Quarterly Stand-alone financial information

(Rs. in Crore) Sr. No Particulars 3Q FY 2019-20

A. Profit & Loss Statement

Revenue from operations 90,152

Other Income 3,954

Expenditure 77,281

EBITDA 16,825


EBIT 14,274

Interest 2,520

Tax 2,169

PAT 9,585

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

No material event / development / change has taken place since the date of the last published audited financial statements of the Issuer which may affect the Issue or the Eligible Participants decision to invest in the Debentures.

2.11 Debenture Trustee

Axis Trustee Services Limited having its address at The Ruby, 2nd Floor, SW, 29,

Senapati Bapat Marg, Dadar West, Mumbai – 400 028, Maharashtra, India has been

appointed as Debenture Trustee for the Issue. The Debenture Trustee has given its

consent to the Issuer for its appointment and has entered into a Debenture Trustee

Appointment Agreement with the Issuer. The Issuer shall enter into a Debenture Trust

Deed, inter alia, specifying the terms and conditions of the Debentures and the powers,

authorities and obligations of the Issuer and the Debenture Trustee in respect of the

Debentures.

The Debenture Holders shall, by subscribing to the Debentures or by purchasing the

Debentures and without any further act or deed, be deemed to have irrevocably given

their consent to and authorised the Debenture Trustee or any of their Agents or



77

authorised officials to do, inter alia, all such acts, deeds and things necessary in terms

of this Disclosure Document. All rights and remedies under the Debenture Trust Deed

and/ or other security documents shall vest in and be exercised by the Debenture

Trustee without having it referred to the Debenture Holders. Any payment made by

the Issuer to the Debenture Trustee on behalf of the Debenture Holders shall

discharge the Issuer pro tanto to the Debenture Holders. No Debenture Holder shall

be entitled to proceed directly against the Issuer unless the Debenture Trustee, having

become so bound to proceed, fails to do so.

The Debenture Trustee will protect the interest of the Debenture Holders in the event

of default by the Issuer in regard to timely payment of interest and the Redemption

Amount and they will take necessary action at the cost of the Issuer.

In case the Issuer fails to execute the Debenture Trust Deed within three months from

the closure of the Issue, the Company will pay penal interest @ 2% p.a. over the

Coupon Rate till the date of execution of Debenture Trust Deed.

2.12 Credit Rating of Debentures

The Debentures are rated as “CRISIL AAA/Stable” (“CRISIL TRIPLE A with Stable

outlook”) by CRISIL Limited and “CARE AAA/ Stable” (“CARE TRIPLE A rating with

Stable outlook”) by CARE Ratings Limited.

This indicates “highest degree of safety” with respect to timely payment of interest and

principal on the instrument. The rating is not a recommendation to buy, sell or hold

Debentures and investors should take their own decision. The rating may be subject

to suspension, revision or withdrawal at any time by the assigning Credit Rating

Agencies. Each of the Credit Rating Agencies have a right to revise, suspend or

withdraw the rating at any time on the basis of factors such as new information or

unavailability of information or other circumstances which the Credit Rating Agencies

believe may have an impact on its rating.

The rating letter(s) as released by Credit Rating Agencies are attached as Annexures

L and M of this Disclosure Document.

2.13 Guarantee or comfort for the Debentures

The Debentures are not backed by any guarantee or letter of comfort or any other document / letter with similar intent by any party.

2.14 Consent letter from the Debenture Trustee

Copy of the consent letter from the Debenture Trustee is enclosed in this Disclosure Document as Annexure K.

2.15 Listing of Debentures

The Debentures are proposed to be separately listed on the Stock Exchanges. The

Company has obtained in-principle approval from both the Stock Exchanges. Copies

of the in-principle approvals from both the Stock Exchanges are enclosed in this

Disclosure Document as Annexures N and O.



78

BSE Limited shall act as the Designated Stock Exchange.

2.16 Other Details

Debenture Redemption Reserve

Debenture Redemption Reserve is not required to be created by the Company for this Issue, as per applicable statutory provisions.

Issue related Laws

The Debentures offered are subject to provisions of the Companies Act, SEBI ILDS

Regulations, SEBI LODR Regulations, Securities Contracts (Regulation) Act, 1956, as

amended, the Depositories Act, 1996, as amended and rules and regulations made

under these enactments.

Governing Law and Provisions

The Debentures are governed by and shall be construed in accordance with the

existing laws of India. Any dispute arising in respect thereof will be subject to the

exclusive jurisdiction of the courts at Mumbai (Maharashtra) in India.

Particulars of the dates of, and parties to all material contracts, agreements involving financial obligations of the Issuer

Material Contracts - By the very nature and volume of its business, the Company is

involved in a large number of transactions involving financial obligations and therefore

it may not be possible to furnish details of all material contracts and agreements

involving financial obligations of the Company. However, copies of the contracts

considered material for the Issue together with the copies of documents referred to in

Para A and Para B may be inspected at the Registered Office of the Company between

11.00 a.m. and 1.00 p.m. on any Business Day until the Issue Closing Date.

Para A:

• Letter appointing Link Intime India Private Limited as the Registrar & Transfer

Agent for the Issue

• Letter appointing Axis Trustee Services Limited, as the Debenture Trustee for

the benefit of the Debenture Holder(s)

Para B:

• Memorandum and Articles of Association

• Board Resolution dated April 2, 2020 authorising issue of Debentures and Finance Committee Resolution dated April 13, 2020 approving the specific terms of issue of Debentures

• Consent letter from Axis Trustee Services Limited for acting as Debenture Trustee for and on behalf of the Debenture Holder(s) dated April 3, 2020



79

• Consent letter from Link Intime India Private Limited for acting as Registrar & Transfer Agent for the Issue dated April 3, 2020

• In-principle approval for listing of Debentures received from BSE dated April 13, 2020

• In-principle approval for listing of Debentures received from NSE dated April 13, 2020

• Letter from CRISIL Limited dated April 6, 2020 and CARE Ratings Limited dated April 3, 2020 conveying the credit rating for the Debentures of the Company

• Tripartite Agreement between the Company, NSDL and the Registrar & Transfer Agent for the Issue

• Tripartite Agreement between the Company, CDSL and the Registrar & Transfer Agent for the Issue

• Annual Reports of the Company for the last three years

• Latest Limited Review Half Yearly Consolidated and Standalone Financial Information (Profit & Loss statement, Balance Sheet and Cash Flow statement).

Issue Size and Nature of Instrument

The Company proposes to issue by way of private placement, Unsecured Redeemable Non-Convertible Debentures – PPD Series K1 and Series K2 of the face value of Rs. 10,00,000 (Rupees Ten Lakhs) each, for cash aggregating to the Base Issue Size, with an option to retain oversubscription up to the Green Shoe Amount not exceeding the Issue Size, for Fixed Rate Debentures and Floating Rate Debentures respectively.

For details of the Issue, please refer to section titled “Issue Details” in this Disclosure Document.

Details of utilisation of Issue proceeds

The net proceeds of the Issue will be utilised inter-alia for refinancing of existing

borrowings and/ or ongoing capex and/ or for any other purpose in the ordinary course

of business of the Issuer. The proceeds of the Issue will not be used for investments

in capital markets and real estate.

Face Value, Issue Price, Effective Yield for Investor

Each Debenture has a face value of Rs. 10,00,000 (Rupees Ten Lakhs) and is issued

at par i.e. for Rs. 10,00,000 (Rupees Ten Lakhs). Since there is no premium or

discount on either issue price or on redemption value of the Debenture, the effective

yield for the investors held to maturity shall be the same as the annualised coupon

rate on the Debentures.

Minimum Bid



80

The minimum bid lot shall be 1 (one) Debenture having face value of Rs. 10,00,000

(Rupees Ten Lakhs) each and in multiple of 1 (one) Debenture thereafter

Minimum Subscription

As the current issue of Debentures is being made on private placement basis, the

requirement of minimum subscription shall not be applicable and therefore the

Company shall not be liable to refund the issue subscription(s)/ proceed(s) in the event

of the total issue collection falling short of the Issue Size or a certain percentage of the

Issue Size, for Fixed Rate Debentures and Floating Rate Debentures respectively.

Deemed Date of Allotment

All benefits related to the Debentures will be available to the allottee(s) from the

Deemed Date of Allotment. The actual allotment of the Debentures may take place on

a date other than the Deemed Date of Allotment. The Company reserves the right to

keep multiple allotment date(s)/ Deemed Date(s) of Allotment at its sole and absolute

discretion without any notice to the Debenture Holders. In case the Issue Closing Date

is revised, the Deemed Date of Allotment may also be revised by the Company at its

sole and absolute discretion.

Credit of Debentures

The Company shall credit the Debentures in no later than 2 Business Days from the

Issue Closing Date. The Company shall give the instruction to the Registrar for

crediting the Debentures by 12:00 noon on the Pay-In Date. The Registrar shall

provide corporate action file along with all requisite documents to Depositories by

12:00 noon on the Pay-In Date. The Company shall allot the Debentures and issue

and credit the Letter of Allotment in the beneficiary account of the investor(s) with

NSDL (and CDSL)/ Depository Participant (“Beneficiary Account”).

Depository Arrangements

The Company has appointed Link Intime India Private Limited as the Registrar of

the Issue. A copy of the consent letter from the Registrar is enclosed in this Disclosure

Document as Annexure J. The Company has made necessary depository

arrangements with NSDL and CDSL for the Issue and holding of Debentures in the

dematerialised form by investors. In this context, the Company has signed tripartite

agreements as under:

• Tripartite Agreement between the Company, the Registrar and Transfer Agent and

NSDL for offering Depository option to the investors.

• Tripartite Agreement between the Company, the Registrar and Transfer Agent and CDSL for offering Depository option to the investors

Listing

The Debentures are proposed to be separately listed on NTRP under new debt market

of NSE and the WDM segment of BSE. The Company shall comply with the

requirements of the simplified listing agreement read with SEBI LODR Regulations, to



81

the extent applicable to it, on a continuous basis.

BSE shall act as the Designated Stock Exchange.

Coupon Rate

(i) For Fixed Rate Debentures:

7.20% (Seven point twenty percent) per annum, payable annually at the end of every year from the Deemed Date of Allotment.

(ii) For Floating Rate Debentures:

The sum of the prevailing Repo Rate fixed by the Reserve Bank of India and the applicable Spread, payable annually at the end of every year from the Deemed Date of Allotment. The current effective Coupon Rate as on date of this Disclosure Documents is 7.20% p.a. (current Repo Rate of 4.40% p.a. and Spread of 2.80% p.a.).

Market Lot

The market lot will be one Debenture. Since the Debentures are being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of Debentures

Interest on Application Money

As the Pay-In Date and the Deemed Date of Allotment fall on the same date, interest

on application money shall not be applicable. Further, no interest on application money

will be payable in case the Issue is withdrawn by the Issuer in accordance with the

Operational Guidelines.

Debentures in Dematerialised Form

The Company is issuing the Debentures only in dematerialised form and hence no

Debentures are being issued in physical form in terms of the Disclosure Document.

The Company has entered into Depository Arrangements with NSDL and CDSL for

dematerialisation of the securities.

Interest, Redemption Amount or other benefits with respect to the Debentures would

be paid to those Debenture Holders whose names appear: (i) on the list of Beneficial

Owners given by the Depository to the Issuer, and (ii) in the Register of Debenture

Holders, as on the Record Date.

Undertaking - Common Form of Transfer

The Debentures shall be transferred subject to and in accordance with the rules and

procedures as prescribed by the NSDL and CDSL, Depository Participant of the

transferor/ transferee and any other Applicable Laws.

The normal procedure followed for transfer of securities held in the dematerialized form

shall be followed for transfer of the Debentures, issued in terms of the Disclosure

Document and held in electronic form. The seller should give delivery instructions

containing details of the buyer’s depository account to his Depository Participant.



82

The transferee(s) should ensure that the transfer formalities are completed prior to the

Record Date. In the absence of the same, interest will be paid/ redemption will be

made to the person, whose name appears in the records of the Depository on the

Record Date. In such cases, claims, if any, by the transferee(s) would need to be

settled with the transferor(s) and not with the Company.

The Company is issuing the Debentures only in the dematerialized form and hence

there is no physical holding of the Debentures being issued in terms of the Disclosure

Document. A Debenture Holder may, at its discretion, hold such Debentures in

physical form by rematerializing the same. However, request for effecting transfer of

Debentures shall not be processed unless the Debentures are held in dematerialized

form with a depository.

Joint-Holders

Where two or more persons are holders of any Debenture(s), they shall be deemed to

hold the same as joint tenants with benefits of survivorship in the same manner and to

the same extent and be subject to the same restrictions and limitations as in the case

of the existing equity shares of the Company, subject to other provisions contained in

the Articles of Association of the Company.

Mode of Transfer

The Debentures shall be transferable and transmittable in the same manner and to

the same extent and be subject to the same restrictions and limitations as in the case

of the existing equity shares of the Company. The provisions relating to transfer and

transmission, nomination and other related matters in respect of equity shares of the

Company, contained in the Articles of Association of the Company, shall apply mutatis

mutandis to the transfer and transmission of the Debentures and nomination in this

respect.

Succession

In the event of demise of the sole holder of the Debentures, the Company will

recognize the executor or administrator of the deceased Debenture Holder, or the

holder of succession certificate or other legal representative as having title to the

Debentures. The Company shall not be bound to recognize such executor,

administrator or holder of the succession certificate, unless such executor or

administrator obtains probate or letter of administration or such holder is the holder of

succession certificate or other legal representation, as the case may be, from a Court

in India having jurisdiction over the matter. The Directors of the Company may, in their

absolute discretion, where they think fit, dispense with production of probate or letter

of administration or succession certificate or other legal representation, in order to

recognize such holder as being entitled to the Debentures standing in the name of the

deceased Debenture Holder on production of sufficient documentary proof or

indemnity.

Record Date

The Record Date for the Debentures shall be 15 (fifteen) days prior to the date of each



83

of the Coupon Payment Dates and/or the Redemption Date, as the case may be.

In case the Record Date falls on a non-business day, the day prior to the said non-

business day will be considered as the Record Date.

Interest and/or Redemption Amount shall be paid to the person whose name appears

as sole/ first holder in the register of Debenture Holders/ beneficiaries on the Record

Date. In the event of the Company not receiving any notice of transfer on or before the

Record Date of the respective due date of payment of interest / Redemption Date, as

the case may be, the transferees for the Debentures shall not have any claim against

the Company in respect of interest so paid to the registered Debenture Holders.

In case of those Debentures for which the beneficial owner is not identified by the

Depository as on the Record Date, the Company would keep in abeyance the payment

of interest or other benefits, till such time that the beneficial owner is identified by the

Depository and conveyed to the Company, whereupon the interest or benefits will be

paid to the beneficiaries, as identified, within a period of 30 (thirty) days from the date

of such notification by the Depository.

List of Debenture Holder(s)/ Beneficiaries

The Company shall request the Registrar/Depository to provide a list of Debenture

Holders/ Beneficial Owners at the end of the Record Date. This shall be the list, which

shall be considered for payment of interest or Redemption Amount, as the case may

be.

Interest on Debentures

The Debentures shall carry interest at Coupon Rate (subject to deduction of tax at

source at the rates prevailing from time to time under the provisions of the Income Tax

Act, 1961, or any other statutory modification or re-enactment thereof). The interest

shall be payable on Coupon Payment Date annually through the Tenor of the

Debentures.

Interest on Debentures will be paid to the Debenture Holders/ Beneficial Owners as

per the beneficiary list provided by the Registrar/ Depository as on the Record Date.

Payment will be made by way of RTGS/ NEFT/ any other electronic mode / any other

permissible mode of payment from time to time in the name of Debenture Holder(s)

whose names appear on the List of Beneficial Owners as on the Record Date given

by the Depository to the Company.

Interest in all cases shall be payable on the amount outstanding on an Actual/ Actual

basis, i.e., actual number of days elapsed divided by the actual number of days in the

year and rounded off to the nearest Rupee.

Deduction of Tax at Source (TDS)

Debenture Holders should consult their own independent tax advisers to understand

their positions. In addition, the Debenture Holders should be aware that tax regulations



84

and their application by the relevant taxation authorities change from time to time.

Accordingly, it is not possible to predict the precise tax treatment which will apply at

any given time. Therefore, the Debenture Holders are advised to consider the tax

implications in respect of subscription to the Debentures in consultation with their tax

advisors.

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification

or re-enactment thereof will be deducted at source on payment of interest or any other

sums payable in respect of the Debentures. For seeking TDS exemption/lower rate of

TDS, relevant certificate(s)/ order(s)/ declaration(s)/ document(s) must be lodged at

least 15 (fifteen) days before the payment of interest becoming due with the Registrar

or to such other person(s) at such other address(es) as the Company may specify

from time-to-time through suitable communication. Tax exemption certificate/ order/

declaration/ document of non-deduction of tax at source on Interest on Application

Money, should be submitted along with the Application Form. Where any deduction of

Income Tax is made at source and PAN has been provided by the Debenture Holder,

the Company shall send to the Debenture Holder(s) a Certificate of Tax Deduction at

Source.

Regarding deduction of tax at source and the requisite certificate(s)/ order(s)/

declaration(s)/ document(s) forms to be submitted, prospective investors are advised

to consult their own tax consultant(s).

With effect from June 1, 2008 under Section 193 of the Income-tax Act, 1961, no tax

is deductible at source from the amount of interest payable on any security issued by

a Company in dematerialised form and listed on a recognised stock exchange in India

in accordance with the Securities Contract (Regulation) Act, 1956 and the rules made

thereunder, held by a person resident in India. Since the Debentures shall be issued

in dematerialized mode and are proposed to be listed on BSE and NSE, no tax will be

deductible at source on the payment or credit of interest on the Debentures held by

any person resident in India. Provided that if the law is subsequently amended to

mandate deduction of tax at source from the amount of interest payable, the Issuer

shall comply with such amended laws and regulations and deduct the tax at source as

required.

Section 115AD read with section 194LD of the Income Tax Act, 1961 governs the

taxability of Interest on rupee denominated bonds for the investors registered with

Securities and Exchange Board of India (“SEBI”) as a Foreign Institutional

Investor(“FII”) or Qualified Institutional Investor (“QII)” or Foreign Portfolio Investor

(“FPI”) and provides that Interest income received by FII/QII/FPI after 01 June 2013

but before 01 July 2023 from a rupee denominated bond issued by an Indian company

shall be subject to withholding tax taxable at the rate of 5% (plus applicable surcharge

and health and education cess), if the rate of interest on such bond does not exceed

the rate notified by the Central Government. As per the notification the Interest rate

should not exceed 500 basis points over the base rate of State Bank of India applicable

on date of issue of the said bonds.

With regards to the interest payments made after July 1, 2023, or if the rate of interest

exceeds the prescribed rate (as mentioned above), tax will be required to be withheld

at the rate of 20% (plus applicable surcharge and health and education cess). This



85

rate will be subject to any lower rate of tax provided by an applicable tax treaty entered

into between India and the jurisdiction of residence of the investor.

The above beneficial rate of 5% (plus surcharge and cess) under section 194LD shall

be applicable subject to following list of documents:

(i) PAN – Note that PAN will not be required if the FII/QII/FPI provides documentation

including a Tax Residency Certificate (“TRC”), a tax identification number and other

details including their name, address, email details and contact number, pursuant to

section 206AA(7) of the Income Tax Act, 1961 read with rule 37BC of the Income Tax

Rules, 1962. In absence of PAN or such other documents such as TRC, a minimum

withholding tax @ 20% shall apply.

(ii) SEBI registration certificate confirming that they are registered as FII/FPI/ QFI.

Payment on Redemption

The Debentures shall be redeemed at par at the end of the 3 years from the Deemed

Date of Allotment (“Redemption Date”) as mentioned in the Issue Details.

The Debentures will not carry any obligation, for interest or otherwise, after the

Redemption Date. The Debentures held in the dematerialised form shall be taken as

discharged on payment of the Redemption Amount by the Company on Redemption

Date to the registered Debenture Holders whose name appear in the Register of

Debenture Holders / Beneficial Owners as per the list provided by the Depository(ies),

on the Record Date. Such payment will be a legal discharge of the liability of the

Company towards the Debenture Holders.

Payment of Redemption Amount will be made by way of RTGS/ NEFT/ any other

electronic mode / any other permissible mode of payment in the name of Debenture

Holder(s)/ Beneficial Owners(s) whose names appear on the List of Beneficial Owners

given by the Depository to the Company as on the Record Date.

Future Borrowings

The Issuer shall be entitled to borrow/ raise loans or avail of financial assistance in

whatever form as also issue debentures/ notes/ other securities in any manner with

ranking as pari passu basis or otherwise and to change its capital structure, including

issue of shares of any class or redemption or reduction of any class of paid up capital,

on such terms and conditions as the Company may think appropriate, without the

consent of, or intimation to, the Debenture Holder(s) or the Debenture Trustee in this

connection.

The Issuer shall not be required to obtain any consent(s) of Debenture Holder(s)/

Debenture Trustee for creating any charge on its assets for its present or future

borrowings/ issue of debentures / notes/ other securities.

Business Day Convention/ Effect of Holidays

If any of the Coupon Payment Date(s), other than the ones falling on the Redemption

Date, falls on a day that is not a Business Day, the payment shall be made by the



86

Issuer on the immediately succeeding Business Day, which becomes the Coupon

Payment Date for that Coupon. However, the future Coupon Payment Date(s) would

be as per the schedule originally stipulated at the time of issuing the Debentures. In

other words, the subsequent Coupon Payment Date(s) would not be disturbed merely

because the payment date in respect of one particular coupon payment has been

postponed earlier because of it having fallen on a non-Business Day.

If the Redemption Date of the Debentures falls on a day that is not a Business Day,

the Redemption Amount shall be paid by the Issuer on the immediately preceding

Business Day, which becomes the new Redemption Date, along with interest accrued

on the Debentures until but excluding the date of such payment.

Additionally, if any principal pay-in-date falls on a holiday or a Saturday, the principal

will be payable on the previous Business Day

For the purpose of clarity, illustration on Coupon Payment Date(s) and Redemption

Date for 1 Debenture of Rs. 10,00,000 each is given in the following table:

For Fixed Rate Debentures:

Cash Flows Date No. of Days in Coupon Period

Amount (in Rs.)*

1st Coupon April 19, 2021 365 72,000

2nd Coupon April 18, 2022 365 72,000

3rd Coupon April 17, 2023 365 72,000

Redemption April 17, 2023 10,00,000

*Note: The interest payments are rounded to nearest rupee as per FIMMDA ‘Handbook on market practices’

For Floating Rate Debentures (based on current REPO of 4.40% p.a. and Spread of

2.80% p.a.):

Cash Flows Date No. of Days in Coupon Period

Amount (in Rs.)*

1st Coupon April 19, 2021 365 72,000

2nd Coupon April 18, 2022 365 72,000

3rd Coupon April 17, 2023 365 72,000

Redemption April 17, 2023 10,00,000

*Note: The interest payments are rounded to nearest rupee as per FIMMDA ‘Handbook on market practices’

**The coupon payment for Floating Rate Debentures may change in line with change in Repo rates as more particularly described in Issue Details

Purchase/ Sale of Debentures

The Issuer may, at any time and from time to time, prior to Redemption Date, purchase

Debentures in part (on a pro-rata basis or otherwise) or full at discount, at par or at



87

premium in the open market or otherwise as may be determined by the Board of

Directors / Finance Committee of the Issuer. Such Debentures, at the option of the

Issuer, may be cancelled, held or resold, as permitted under Applicable Laws, at such

price and on such terms and conditions as the Board of Directors / Finance Committee

of the Issuer may deem fit. Such purchase / sale of Debentures shall not require any

further consent / approval of the Debenture Holder(s) / Debenture Trustee. The right

to purchase Debentures is not a call option and should not be construed as such by

anyone. The right of purchase and sale can be exercised by the Company multiple

times during the tenor of the Debentures without applicability of any minimum amount

or price of the Debentures.

Right of Consolidation and Reissuance

The Board of Directors / Finance Committee of the Issuer shall have the power to

consolidate and reissue its debt securities including the Debentures on such terms

and conditions as they may deem fit.

Tax Implications to the Debenture Holders

The holder(s) of the Debentures are advised to consider in their own case, the tax

implications in respect of subscription to the Debentures after consulting their own tax

advisor/ counsel.

Consents

The consents in writing of Registrar of the Issue and the Debenture Trustee to act in

their respective capacities have been obtained.

Sharing of Information

The Company may, at its option, use on its own, as well as exchange, share or part

with any financial or other information about the Debenture Holder(s) available with

the Company, with its subsidiaries and affiliates and other banks, financial institutions,

credit bureaus, agencies, statutory bodies, as may be required and neither the

Company nor its subsidiaries and affiliates or their agents shall be liable for use of the

aforesaid information.

Debenture Holder not a shareholder

The Debenture Holder(s) will not be entitled to any of the rights and privileges available

to the shareholders of the Company.

Modification of Rights

The rights, privileges, terms and conditions attached to the Debentures may be varied,

modified or abrogated by the Company, with the consent, in writing, of those

Debenture Holder(s) who hold at least three-fourth of the outstanding amount of the

Debentures or with the sanction accorded pursuant to a special resolution passed at



88

a meeting of the Debenture Holder(s), provided that nothing in such consent or

resolution shall be operative against the Company where such consent or resolution

modifies or varies the terms and conditions of the Debentures, if the same are not

acceptable to the Company.

Notice(s)

All notices to the Debenture Holder(s) required to be given by the Company or the

Debenture Trustee from time to time, shall be deemed to have been given if sent by

registered post/ by courier / by email to the sole/ first holder or the sole/ first Beneficial

Owner of the Debentures or registered email id of such holder, as the case may be, or

if published in Mumbai.

All notice(s) to be given by the Debenture Holder(s) shall be sent by registered post or

by hand delivery to the Company or to such persons at such address as may be

notified by the Company from time to time through suitable communication.

Disputes and Governing Law

The Debentures are governed by and shall be construed in accordance with the

existing laws of India. Any dispute arising in respect thereof will be subject to the

exclusive jurisdiction of the courts at Mumbai (Maharashtra) in India.

Application / Bidding Process

This Disclosure Document has been drafted in compliance with the SEBI ILDS

Regulations, the Memorandum and Articles of Association of the Issuer and all other

Applicable Laws. This section applies to all Eligible Participants. Please note that all

Eligible Participants are required to make payment of the full application amount in

accordance with the Operational Guidelines.

Pursuant to a resolution of the Board of Directors dated April 2, 2020 the Issuer has

been authorised to Issue the Debentures for an amount not exceeding Rs. 25,000

crore, in tranches, from time to time, and pursuant to a Finance Committee resolution

dated April 13, 2020 the Issuer has been authorised to inter-alia invite bids in relation

to the issue of Debentures pursuant to this Disclosure Document.

Who can bid?

All Eligible Participants comprising of QIBs, the Arranger and any non-QIB Investors

specifically mapped by the Issuer on the BSE BOND – EBP Platform, are eligible to

bid for this Issue.

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

applicable to them for investing in this Issue in accordance with the norms approved

by the Government of India, RBI or any other statutory body from time to time,

including but not limited to the Operational Guidelines for investing in this Issue.



89

Right to Accept or Reject Bids

The Issuer reserves its full, unqualified and absolute right to accept or reject any

application for bid, in part or in full, without assigning any reason thereof in accordance

with the Operational Guidelines.

How to bid?

All Eligible Participants will have to register themselves as a one-time exercise (if not

already registered) under the BSE BOND – EBP Platform offered by BSE for

participating in the electronic book mechanism. Eligible Participants will also have to

complete the mandatory KYC verification process. Eligible Participants should refer to

the Operational Guidelines.

The details of the Issue shall be entered on the BSE BOND – EBP Platform by the

Issuer at least 2 (two) working days prior to the Issue / Bid Opening Date, in

accordance with the Operational Guidelines.

The Issue will be open for bidding for the duration of the bidding window that would be

communicated through the Issuer’s bidding announcement on the BSE BOND – EBP

Platform, at least 1 (one) working day before the start of the Issue / Bid Opening Date.

A bidder will only be able to enter the amount while placing their bids in the BSE BOND

– EBP Platform, for the Floating Rate Debentures and the Fixed Rate Debentures

respectively. Eligible Participants must note that two Issues (with respect to the

Floating Rate Debentures and the Fixed Rate Debentures shall be open on the BSE

BOND – EBP Platform and bids must be placed accordingly.

Some of the key guidelines in terms of the current Operational Guidelines on issuance

of securities on private placement basis through an electronic book mechanism, are

as follows*:

1 Modification of Bid:

Eligible Participants may note that modification of bid is allowed during the

bidding period / window. However, in the last 10 minutes of the bidding period

/ window, revision of bid is only allowed for upward revision of the bid amount

placed by the Eligible Participant.

2 Cancellation of Bid

Eligible Participants may note that cancellation of bid is allowed during the

bidding period / window. However, in the last 10 minutes of the bidding period

/ window, no cancellation of bids is permitted.

3 Multiple Bids

Investors are permitted to place multiple bids on the EBP platform in line with



90

the Operational Guidelines.

4 Manner of bidding

The Issue will be through close bidding on the EBP platform in line with the

Operational Guidelines.

5 Manner of allotment

The allotment will be done on uniform yield basis in line with the Operational

Guidelines.

6 Manner of settlement

Settlement of the Issue will be done through Indian Clearing Corporation

Limited (ICCL) and the account details are given in the section on Payment

Mechanism of this Disclosure Document.

7 Settlement cycle

The process of pay-in of funds by investors and pay-out to Issuer will be done

on T+1 day, where T is the Issue day.

8 Withdrawal of Issue

The Issuer may, at its discretion, withdraw the issue process on the following

conditions:

(a) non-receipt of bids upto the Issue Size, as applicable for Fixed Rate

Debentures and Floating Rate Debentures, respectively;

(b) bidder has defaulted on payment towards the allotment, within the

stipulated time frame, due to which the Issuer is unable to fulfil the Issue

Size, as applicable for Fixed Rate Debentures and Floating Rate

Debentures, respectively.

Provided that the Issuer shall accept or withdraw the Issue on the BSE BOND

– EBP Platform within 1 (one) hour of the closing of the bidding window, and

not later than 6 pm on the Issue/Bidding Closing Date.

However, Investors should refer to the Operational Guidelines as prevailing on

the date of the bid.

9 Payment of issue price and pay-in-date:

April 17, 2020

Bids by the Arranger



91

The Arranger to the Issue may bid on behalf of Eligible Participants in the

capacity of an arranger, as it shall be the only arranger mapped to the Issue

on the BSE BOND – EBP Platform. Multiple bids by the Arranger are permitted

provided that each bid is on behalf of a different Investor.

The Arranger is allowed to bid on a proprietary, client and consolidated basis.

At the time of bidding, the Arranger is required to disclose the following details

to the EBP:

• Whether the bid is proprietary bid or is being entered on behalf of an Eligible

Participant or is a consolidated bid, i.e., an aggregate bid consisting of

proprietary bid and bid(s) on behalf of Eligible Participants.

• For consolidated bids, the Arranger shall disclose breakup between

proprietary bid and bid(s) made on behalf of Eligible Participants.

• For bids entered on behalf of Eligible Participants, the Arranger shall disclose

the following:

• Names of such Eligible Participants;

• Category of the Eligible Participants (i.e. QIB or non-QIB); and

• Quantum of bid of each Eligible Participant.

Provided that the Arranger shall not allowed to bid on behalf of any single

Eligible Participant if the bid amount exceeds 5% (five percent) of the base

Issue Size as applicable for Fixed Rate Debentures and Floating Rate

Debentures, respectively or Rs. 15 Crore, whichever is lower (or such revised

limits as may be specified in the Operational Guidelines from time to time).

10 Application / Bid Size

Applications for the Debentures are required to be for a minimum of 1 (one)

Debenture and multiples of 1 (one) Debenture thereafter.

All Eligible Participants under the Operational Guidelines and subsequent

Debenture Holders (who shall purchase the Debentures in the secondary

market) are required to consult their own advisors in investing in the

Debentures and comply with the relevant rules, regulations, guidelines or

notifications applicable to them for investing in the Debentures.

11 Offer or Issue of executed PPOAL to Successful Bidders

The PPOAL along with the Application Form will be issued to the successful

bidders. Successful bidders will be required to complete and submit the

Application Form and Part B of the PPOAL to the Issuer in order to accept the

offer of Debentures.

No person other than the successful bidders to whom the PPOAL has been

issued by Issuer may apply for the Issue through the PPOAL and any

Application Form received from a person other than those specifically

addressed will be invalid.



92

*Unless mentioned otherwise, all references made under this section shall be

applicable to both Floating Rate Debentures and Fixed Rate Debentures.

Minimum Subscription

The requirement of minimum subscription shall not be applicable to the Issue and

therefore the Issuer shall not be liable to refund the subscription(s) or proceed(s) in

respect of Issue in the event of the total Issue collection falling short of the proposed

Issue size or certain percentage of the proposed Issue size, for Fixed Rate Debentures

and Floating Rate Debentures respectively.

Retention of oversubscription

The Company shall have an option at its sole discretion to retain over-subscription up

to the Issue Size, for Fixed Rate Debentures and Floating Rate Debentures

respectively. For further details on allocation and allotment, please refer to the section

titled “Allocation and Basis of Allotment” of this Disclosure Document.

Allocation and Basis of Allotment

• Provisional or Final Allocation

Allocation shall be made on time priority basis in multiples of the bidding lot

size, i.e., in multiples of Rs. 10 Lakhs only. In case bids are recorded at the

same time, allocation would be on pro-rata basis in line with the Operational

Guidelines.

• Allotment

For the purposes of determining the number of Debentures available for

allocation, the Company shall have the discretion of determining the number of

Debentures to be allotted over and above the Base Issue Size, in case the

Company opts to retain any oversubscription in the Issue up to the Issue Size,

for Fixed Rate Debentures and Floating Rate Debentures respectively. The

aggregate value of Debentures decided to be allotted over and above the Base

Issue Size, (in case the Company opts to retain any oversubscription in the

Issue), and/or the aggregate value of Debentures up to the Base Issue Size

shall be collectively termed as the “Issue Size”, for Fixed Rate Debentures and

Floating Rate Debentures respectively.

Allotment shall be done on time priority basis since this is a fixed rate coupon issue.

Payment Mechanism

Payment of subscription money for the Debentures should be made by the successful

bidder as notified by the Issuer (to whom the Issuer has given the offer by issue of

PPOAL).



93

Successful bidders should do the funds pay-in to the following bank account of ICCL (“Designated Bank Account”): HDFC Bank Limited: Beneficiary Name : INDIAN CLEARING CORPORATION LTD Account Number : ICCLEB IFSC Code : HDFC0000060 Mode : NEFT / RTGS

Successful bidders must pay the subscription amount to the Designated Bank Account

on or before 10:30 a.m. on the Pay-in Date (“Pay-in Time”). Successful bidders should

ensure to make payment of the subscription amount for the Debentures from the same

bank account which is updated by them in the BSE BOND - EBP Platform while placing

the bids. In case of mismatch in the bank account details between BSE BOND - EBP

Platform and the bank account from which payment is done by the successful bidder,

the payment would be returned. Provided that, in case of bids made by the Arranger

on behalf of Eligible Participants, funds pay-in shall be made from the bank account of

such Eligible Participants.

Note: In case of failure of any successful bidders to complete the subscription amount

payments by the Pay-in Time or the funds are not received in the ICCL’s Designated

Bank Account by the Pay-in Time for any reason whatsoever, the bid will be liable to

be rejected and the Issuer shall not be liable to issue Debentures to such successful

bidders.

Funds payment to the Issuer on April 17, 2020 would be made by ICCL to the following bank account of the Issuer:

Bank : HDFC Bank Ltd

Branch : Fort Branch, Mumbai

Bank Account No. : 57500000071558

IFSC Code No. : HDFC0000060

Mode : NEFT / RTGS

Date of Subscription

The date of subscription shall be the date of realisation of proceeds of subscription

money in the Designated Bank Account of ICCL.

Settlement Process

Upon final allocation by the Issuer, the Issuer or the Registrar on behalf of the Issue

shall instruct the Depositories on the Pay In Date, and the Depositories shall

accordingly credit the allocated Debentures to the demat account of the successful

bidder.

The Company shall give the instruction to the Registrar for crediting the Debentures



94

by 12:00 noon on the Pay-In Date. The Registrar shall provide corporate action file

along with all requisite documents to Depositories by 12:00 noon on the Pay-In Date.

On the Pay-In Date, the Depositories shall confirm to ICCL the transfer of Debentures

in the demat account(s) of the successful bidder(s).

Post-Allocation Disclosures by the EBP

Upon final allocation by the Issuer, the Issuer shall disclose the Issue Size, coupon

rate, ISIN, number of successful bidders, category of the successful bidder(s), etc., in

accordance with the Operational Guidelines. The EBP shall upload such data, as

provided by the Issuer, on its website to make it available to the public.

3. ISSUE DETAILS WITH RESPECT TO FIXED RATE DEBENTURES AND FLOATING RATE DEBENTURES*

Security Name For Fixed Rate Debentures: 7.20% RIL 2023 (PPD Series K1)

For Floating Rate Debentures: Repo+2.80% RIL 2023 (PPD Series

K2)

Issuer Reliance Industries Limited

Type of Instrument Unsecured Redeemable Non-Convertible Debentures

Nature of Instrument Unsecured

Seniority N.A.

Mode of Issue Private Placement under electronic book mechanism of BSE under

SEBI Circular ref SEBI/HO/DDHS/CIR/P/2018/122 dated August

16, 2018 read with “Operational Guidelines for issuance of

Securities on Private Placement basis through an Electronic Book

Mechanism” issued by BSE vide their Notice No. 20180928-24

dated September 28, 2018 and/ or any subsequent guidelines as

may be issued by BSE from time to time, in this regard.

The Issue will be through closed bidding on the EBP platform in

line with EBP Guidelines vide SEBI circular

SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018

Eligible Participants All QIBs, and any non-QIB Investors specifically mapped by the

Issuer on the BSE BOND – EBP Platform, are eligible to bid / invest

/ apply for this Issue.

All participants are required to comply with the relevant regulations/

guidelines applicable to them for investing in this Issue.

Listing NSE and BSE. Listing application shall be filed with the Stock

Exchanges within 15 days from the Deemed Date of Allotment.

In case of delay in listing beyond 20 days from the Deemed Date

of Allotment, the Issuer shall pay penal interest of 1% (one per

cent) p.a. over the Coupon Rate to the Debenture Holders for the

Delayed period i.e. from the expiry of 30 days from the Deemed



95

Date of Allotment till the listing of Debentures.

Rating of the

Instrument

“CRISIL AAA/ Stable” (“CRISIL TRIPLE A rating with stable

outlook”) by CRISIL Limited and “CARE AAA/ Stable” (“CARE

TRIPLE A rating with stable outlook”) by CARE Ratings Limited

Issue Size For Fixed Rate Debentures (PPD Series K1 Debentures):

Unsecured Redeemable Non-Convertible Debentures – PPD

Series K1 of the face value of Rs. 10 Lakhs each, for cash

aggregating to Rs. 3,000 Crore, with an option to retain

oversubscription up to Rs. 1,500 Crore

For Floating Rate Debentures (PPD Series K2 Debentures):

Unsecured Redeemable Non-Convertible Debentures – PPD

Series K2 of the face value of Rs. 10 Lakhs each, for cash

aggregating to Rs. 3,500 Crore, with an option to retain

oversubscription up to Rs. 1,000 Crore

Option to retain over-

subscription

(Amount)

For Fixed Rate Debentures (PPD Series K1 Debentures):

Option to retain oversubscription upto Rs. 1,500 Crore at the sole discretion of the Company For Floating Rate Debentures (PPD Series K2 Debentures):

Option to retain oversubscription upto Rs. 1,000 Crore at the sole discretion of the Company The basis of allotment under this Issue will be as set out in the section titled “Allocation and Basis of Allotment” of this Disclosure Document

Business Day

Convention

If any of the coupon payment date(s), other than the ones falling

on the redemption date, falls on a day that is not a Business Day,

the payment shall be made by the Issuer on the immediately

succeeding Business Day, which becomes the coupon payment

date for that coupon. However, the future coupon payment date(s)

would be as per the schedule originally stipulated at the time of

issuing the Debentures. In other words, the subsequent coupon

payment date(s) would not be changed merely because the

payment date in respect of one particular coupon payment has

been postponed earlier because of it having fallen on a non-

Business Day.

If the redemption date of the Debentures falls on a day that is not

a Business Day, the redemption amount shall be paid by the Issuer

on the immediately preceding Business Day, which becomes the

new redemption date, along with interest accrued on the

Debentures until but excluding the date of such payment.

Objects of the Issue The net proceeds of the Issue will be utilised inter-alia for

refinancing of existing borrowings and/ or ongoing capex and/ or

for any other purpose in the ordinary course of business of the

Issuer. The proceeds of the Issue will not be used for investments




96

Details of the

utilisation of the

Proceeds

The net proceeds of the Issue will be utilised inter-alia for

refinancing of existing borrowings and/ or ongoing capex and/ or

for any other purpose in the ordinary course of business of the

Issuer. The proceeds of the Issue will not be used for investments


Coupon Rate For Fixed Rate Debentures (PPD Series K1 Debentures):

7.20% (Seven point twenty percent) per annum payable annually

on outstanding Debentures at the end of every year from the

Deemed Date of Allotment

For Floating Rate Debentures (PPD Series K2 Debentures):

The sum of the prevailing Repo Rate fixed by the Reserve Bank of

India and the applicable Spread of 2.80% per annum, payable

annually at the end of every year from the Deemed Date of

Allotment.

Step Up/ Step Down

Coupon Rate

Not Applicable

Coupon Payment

Frequency

Annually

Coupon Payment

Date(s)

April 17 of every year till Redemption Date(s). If this is not a

Business Day, then as per the Business Day Convention. The last

Coupon Payment Date will be the Redemption Date.

Coupon Type For Fixed Rate Debentures: Fixed Coupon

For Floating Rate Debentures: Floating Coupon

Coupon Reset

Process

Applicable only to Floating Rate Debentures.

The Repo Rate shall be reset monthly, on the 1st (first) day of every

month. To clarify, if the Repo Rate is changed and announced by

RBI on 15th day of a particular month, the interest for that month

will be calculated on the previous / old Repo Rate. The revised rate

will come into effect from 1st of the subsequent month. The Spread

of 2.80% per annum will remain fixed over the tenure of the Floating

Rate Debentures.

Day Count Basis Actual/ Actual Basis

Interest payable on the Debentures will be calculated on the basis

of actual number of days elapsed in a year of 365 or 366 days as

the case may be.

Interest on

Application Money

As the Pay-In Date and the Deemed Date of Allotment fall on the

same date, interest on application money shall not be applicable.

Default Interest Rate In case of default in payment of interest and/or Redemption

Amount on due dates, additional interest @ 2% p.a. over the

Coupon Rate will be payable by the Issuer for the period of default.

Tenor 3 (Three) years from the Deemed Date of Allotment

Redemption Date(s) The Debentures shall be redeemed at par at the end of the 3

(Three) years from the Deemed Date of Allotment i.e April 17,



97

2023. If this is not a Business Day, then as per the Business Day

Convention.

Redemption Amount Rs.10,00,000 (Rupees Ten Lakhs) per Debenture payable on

Redemption Date(s)

Redemption

Premium/ Discount

NIL

Issue Price Rs.10,00,000 (Rupees Ten Lakhs) per Debenture

Discount at which

security is issued and

the effective yield as

a result of such

discount

Not Applicable, as the Debentures are being issued at par

Put Date Not Applicable

Put Price Not Applicable

Call Date Not Applicable

Call Price Not Applicable

Put Notification Time Not Applicable

Call Notification Time Not Applicable

Face Value Rs. 10,00,000 (Rupees Ten Lakhs) per Debenture

Minimum bid size and

in multiples thereafter

1 Debenture of Rs. 10,00,000 (Rupees Ten Lakhs) each and in

multiple of 1 Debenture of Rs. 10,00,000 (Rupees Ten Lakhs) each

thereafter, respectively for Fixed Rate Debentures and Floating

Rate Debentures

Minimum Application

and in multiples

thereof

1 Debenture of Rs. 10,00,000 (Rupees Ten Lakhs) each and in

multiple of 1 Debenture of Rs. 10,00,000 (Rupees Ten Lakhs) each

thereafter, respectively for Fixed Rate Debentures and Floating

Rate Debentures

Issue Timing:

1. Issue / Bid

Opening Date

2. Issue / Bid Closing

Date

3. Pay–in–Date

4. Deemed Date of

Allotment

April 16, 2020

April 16, 2020

April 17, 2020

April 17, 2020

Manner of allotment The allotment will be done on uniform yield basis in line with EBP

Guidelines vide SEBI circular SEBI/HO/DDHS/CIR/P/2018/122

dated August 16, 2018 read with the “Updated Operational

Guidelines for issuance of Securities on Private Placement basis

through an Electronic Book Mechanism” issued by BSE vide notice

no. 20180928-24 dated 28 September 2018.

Manner of settlement Settlement of the Issue will be done through Indian Clearing

Corporation Limited (ICCL) and the account details are given in the



98

section on Payment Mechanism of this Disclosure Document

Settlement cycle The process of pay-in of funds by investors and pay-out to Issuer

will be done on T+1 day, where T is the Issue day

Issuance Mode of the

Instrument

Only in dematerialised form

Trading Mode of the

Instrument

Only in dematerialised form

Settlement Mode of

the Instrument

Payment of interest and Redemption Amount will be made by way

of RTGS/ NEFT/ any other electronic mode/ any other permitted

mode of payment

Depository NSDL and CDSL

Record Date 15 (fifteen) days prior to each Coupon Payment/ Redemption Date.

Security

(Including

description, type of

security, type

of charge, likely date

of creation of

security, minimum

security cover,

revaluation,

replacement of

security, interest to

the debenture holder

over and above the

coupon rate as

specified in the Trust

Deed and disclosed

in the Offer

Document

None

Security Creation N.A.

Transaction

Documents

The Issuer has arranged to execute/ executed/ shall execute the

documents including but not limited to the following in connection

with the Issue:

1. Certified true copy of the Board Resolution / Finance Committee

Resolution

2. Consent Letter from Link Intime India Private Limited to act as

Registrar for the Issue

3. Consent Letter from Axis Trustee Services Limited to act as

Debenture Trustee for the Issue

4. Debenture Trustee Appointment Agreement

5. Debenture Trust Deed

6. Rating Letter by CRISIL Limited and CARE Ratings Limited

7. Tripartite Agreement between the Issuer, the Registrar and



99

NSDL for offering Depository option to the investors

8. Tripartite Agreement between the Issuer, the Registrar and

CDSL for offering Depository option to the investors

9. EBP Agreement with the EBP (being BSE)

10. Disclosure Document in line with SEBI guidelines

Upon closure of the bidding on the Bid Closing Date, PPOAL in

format of Form PAS 4, as per the Companies Act 2013 to be issued

to each successful bidder.

Conditions Precedent

to Disbursement

1. Credit Rating by CRISIL Limited and CARE Ratings Limited

2. Consent Letter from Axis Trustee Services Limited to act as

Debenture Trustee for the Issue

3. Signed Disclosure Document

4. Certified copies of Board and Finance Committee Resolutions

5. Consent letter from Link Intime India Private Limited to act as

Registrar & Transfer Agent for the Issue

6. In-principle approvals from the Stock Exchanges

Conditions

Subsequent to

Disbursement

1. Listing of the Debentures on the Stock Exchanges

2. Execution of Debenture Trust Deed. In case the Debenture Trust

Deed is not executed within three months of the closure of the

Issue, the Issuer shall also pay an additional interest of at least two

percent per annum to the Debenture Holder(s), over and above the

agreed coupon rate, till the execution of the Debenture Trust Deed.

Event of Defaults Default in payment of monies due in respect of interest/

Redemption Amount owing upon the Debentures and continues

without being remedied for a period of 30 days after the dates on

which such monies become due.

Provisions related to

Cross Default

Not Applicable

Role and

Responsibilities of

Debenture Trustee

The Issuer has appointed Axis Trustee Services Limited registered

with SEBI, as Debenture Trustee for the benefit of Debenture

Holders (hereinafter referred to as “Debenture Trustee”). The

Debenture Trustee has given its consent to the Issuer for its

appointment and has entered into a Debenture Trustee

Appointment Agreement with the Issuer. The Issuer shall enter into

a Debenture Trust Deed, inter alia, specifying the terms and

conditions of the Debentures and the powers, authorities and

obligations of the Issuer and the Debenture Trustee in respect of

the Debentures.

Governing Law and

Jurisdiction

The Debentures are governed by and shall be construed in

accordance with the existing laws of India. Any dispute arising in

respect thereof will be subject to the exclusive jurisdiction of the

courts at Mumbai (Maharashtra) in India.

Future Borrowings The Issuer shall be entitled to borrow/ raise loans or avail of

financial assistance in whatever form as also issue debentures/

notes/ other securities in any manner with ranking as pari passu



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basis or otherwise and to change its capital structure, including

issue of shares of any class or redemption or reduction of any class

of paid up capital, on such terms and conditions as the Company

may think appropriate, without the consent of, or intimation to, the

Debenture Holder(s) or the Debenture Trustee in this connection.

The Issuer shall not be required to obtain any consent(s) of

Debenture Holder(s)/ Debenture Trustee for creating any charge

on its assets for its present or future borrowings/ issue of

debentures / Notes/ other securities.

Purchase/ Sale of Debentures

The Issuer may, at any time and from time to time, prior to

Redemption Date, purchase Debentures in part (on a pro-rata

basis or otherwise) or full at discount, at par or at premium in the

open market or otherwise as may be determined by the Board of

Directors / Finance Committee of the Issuer. Such Debentures, at

the option of the Issuer, may be cancelled, held or resold, as

permitted under Applicable Laws, at such price and on such terms

and conditions as the Board of Directors / Finance Committee of

the Issuer may deem fit. Such purchase / sale of Debentures shall

not require any further consent / approval of the Debenture

Holder(s) / Debenture Trustee. The right to purchase Debentures

is not a call option and should not be construed as such by anyone.

The right of purchase and sale can be exercised by the Company

multiple times during the tenor of the Debentures without

applicability of any minimum amount or price of the Debentures.

*Unless specified otherwise in the Issue Details section, the provisions of the Issue Details section shall be applicable to both Fixed Rate Debentures and Floating Rate Debentures.

4. ADDITIONAL DISCLOSURES

Particulars Disclosures

A Details of Branches and Units

Please refer to Annexure A for major plant locations of the Company

B Brief particulars about the Management

Please refer to Annexure B

C Management’s perception of risk factors

Please refer to Annexure C

D Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of –

i) statutory dues; None

ii) debentures and interest thereon;

None

iii) deposits and interest thereon; and

None



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iv) loan from any bank or financial institution and interest thereon.

None

E Details of default in annual filing of the Company, if any, under the Companies Act, 2013 and the rules made thereunder

There are no defaults in annual filing of the Company under the Companies Act, 2013 and the rules made thereunder as on date.

F The change in control, if any, in the Company, that would occur consequent to the private placement

Not Applicable as the issue relates to Debentures

G The number of persons to whom allotment on preferential basis/private placement/rights issue has already been made during the year, in terms of number of securities as well as price

Please refer to Annexure D

H Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects

The contribution of promoters or directors to the Debentures is NIL.

I The details of significant and material orders passed by the regulators, courts and tribunals impacting the going concern status of the Company and its future operations.

There are no material orders passed by the regulators, courts and tribunals which impact the going concern status of the Company and its future operations.

J The pre-issue and post-issue shareholding

Please refer to Annexure E



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pattern of the Company

K Any financial or other material interest of the directors, promoters or key managerial personnel in the offer/issue and the effect of such interest in so far as it is different from the interests of other persons.

None of the directors, promoters or key managerial personnel has financial or material interests in the offer.

L Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the Issuer during the last three years immediately preceding the year of the circulation of this Disclosure Document and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action.

(a) Certain entities and individuals belonging to the promoter and promoter group of RIL had filed settlement / consent applications during August - October 2011 under the then prevailing settlement scheme of SEBI (presently the SEBI (Settlement Proceedings) Regulations, 2018), for settlement of the specified proceedings set out in the show cause notice dated February 24, 2011 issued by SEBI calling them to show cause as to why enquiry should not be held and penalty (at the time of alleged contravention, the penalty was maximum of Rs. 5 lakhs) be not imposed under Section 15(H) of SEBI Act, 1992 for the alleged contravention of Regulation 11(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, and the said settlement / consent applications are pending before SEBI. (b) Certain entities belonging to the promoter and promoter group of RIL had filed settlement/ consent applications during August - October 2011 under the then prevailing settlement scheme of SEBI (presently the SEBI (Settlement Proceedings) Regulations, 2018), for settlement of the matters set out in the letters issued by SEBI in April / May 2010 concerning allegations therein inter alia of (i) violation by RIL and its directors of Section 77(2) of the Companies Act, 1956; and (ii) consequent violation by RIL and certain other entities and their respective directors during the relevant period 1999-2000 of Regulations 3, 5 and 6 of SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 1995, and the said settlement / consent applications are pending before SEBI. (c) SEBI had passed an order under section 11B of the Securities and Exchange Board of India Act, 1992,



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on March 24, 2017 on a show cause notice dated December 16, 2010 issued inter alia to erstwhile Pipeline Infrastructure (India) Private Limited (merged with Sikka Ports And Terminals Limited (SPTL), one of the promoter group entity of the Company) in the matter concerning trading in the shares of Reliance Petroleum Limited by RIL in the year 2007, inter alia prohibiting SPTL from dealing in equity derivatives in the F&O segment of the stock exchanges, directly or indirectly for a period of one year from March 24, 2017. The said prohibition expired on March 23, 2018. SPTL on May 01, 2017 had filed an appeal against the SEBI’s order before the Hon’ble SAT. The Appeal has been heard by the Hon’ble SAT and is reserved for orders.

M Remuneration of directors (during the current year and last three financial years)

Please refer to Annexure F

N Related party transactions entered during the last three financial years immediately preceding the year of circulation of this Disclosure Document including with regard to loans made or, guarantees given or securities provided.

Please refer to Annexure G

O Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of this Disclosure Document and of their impact on the financial statements and financial position of the company

None



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and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark.

P Details of any inquiry, inspections or investigations initiated or conducted under the Act or any previous company law in the last three years immediately preceding the year of circulation of this Disclosure Document in the case of company and all of its subsidiaries. Also, if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of this Disclosure Document and if so, section-wise details thereof for the company and all of its subsidiaries.

None

Q Details of acts of material frauds committed against the company in the last three years, if any, and if so, the

None



105


action taken by the company.

R The securities premium account before and after the Issue

Before the issue of Debentures*

Rs. 46,326.49 crore

After the issue of Debentures*

Rs. 46,326.49 crore

*as of December 31, 2019

S Details of the existing share capital of the Issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration Number and price at which each of the allotments were made in the last one year preceding the date of this Disclosure Document separately indicating the allotments made for considerations other than cash and the details of the consideration in each case.

Please refer to Annexure H Please refer to Annexure H

T Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company.

Please refer to Annexure I



106

5. DISCLOSURES PERTAINING TO WILFUL DEFAULT

Neither the Company nor any of its Promoters or Directors is a wilful defaulter or is in default of payment of interest or repayment of principal amount in respect of debt securities issued by it to the public, if any, for a period of more than six months.



107

DECLARATION BY THE ISSUER

• The Issuer hereby declares that this Disclosure Document contains full disclosure in accordance with SEBI ILDS Regulations, the Companies Act and the Operational Guidelines.

• The Issuer also confirms that this Disclosure Document does not omit disclosure of any material fact which may make the statements made therein, in the light of the circumstances under which they are made, misleading. The Disclosure Document also does not contain any false or misleading statement. The Issuer accepts no responsibility for the statements made otherwise than in this Disclosure Document or in any other material issued by or at the instance of the Issuer and that anyone placing reliance on any other source of information would be doing so at his own risk.

• The Issuer declares that all the relevant provisions of the relevant regulations or guidelines issued by SEBI and other Applicable Laws have been complied with and no statement made in this Disclosure Document is contrary to the provisions of the regulations or guidelines issued by SEBI and other Applicable Law, as the case may be.

Signed By: ________________________ Name: Savithri Parekh Designation: Joint Company Secretary and Compliance Officer Date: April 13, 2020 Place: Mumbai



108

ANNEXURE A

MAJOR PLANT LOCATIONS OF THE COMPANY

Dahej Manufacturing Division P. O. Dahej, Taluka: Vagra, District Bharuch - 392 130, Gujarat, India Jamnagar Village Meghpar/Padana, Taluka Lalpur, Jamnagar - 361 280, Gujarat, India KG D6 Onshore Terminal Village Gadimoga, Tallarevu Mandal, East Godavari District – 533 463, Andhra Pradesh, India Patalganga Manufacturing Division B-1 to B-5 and A3, MIDC Industrial Area, P. O. Rasayani, Patalganga – 410 220, District Raigad, Maharashtra, India Hazira Manufacturing Division Village Mora, P. O. Bhatha, Surat-Hazira Road, Surat - 394 510, Gujarat, India Jamnagar SEZ Unit Village Meghpar/Padana, Taluka Lalpur, Jamnagar - 361 280, Gujarat, India Nagothane Manufacturing Division P. O. Petrochemicals Township, Nagothane - 402 125, Roha Taluka, District Raigad, Maharashtra, India Vadodara Manufacturing Division P. O. Petrochemicals, Vadodara - 391 346, Gujarat, India



109

ANNEXURE B

BRIEF PARTICULARS OF THE MANAGEMENT OF THE COMPANY

DIRECTORS:

Shri Mukesh D. Ambani (DIN 00001695) is a Chemical Engineer from the Institute of

Chemical Technology, Mumbai (erstwhile the University Department of Chemical

Technology, University of Mumbai). He pursued an MBA from Stanford University in

the US. He has been on the Board of Reliance since 1977. He initiated Reliance’s

backward integration journey – from textiles to polyester fibres and further onto

petrochemicals and petroleum refining, and going upstream into oil and gas

exploration and production. He created multiple new world-class manufacturing

facilities involving diverse technologies that have raised Reliance’s petrochemicals

manufacturing capacities from less than a million tonnes to about 37 million tonnes

per year.

In the late nineties, Shri Mukesh Ambani spearheaded the creation of the world’s

largest grassroots petroleum refinery at Jamnagar in Gujarat, India, with a capacity of

660,000 barrels per day (33 million tonnes a year), and integrated it with

petrochemicals, power generation, port and related infrastructure. Further, he steered

the setting up of another 580,000-barrels-per-day refinery next to the first one in

Jamnagar. With an aggregate refining capacity of 1.24 million barrels of oil per day at

a single location, Jamnagar has become the refining hub of the world.

He also led Reliance’s development of infrastructure facilities and implementation of a

pan-India organized retail network spanning multiple formats and supply chain

infrastructure. Today, Reliance Retail is the largest organised retail player in India. He

has created global records in customer acquisition for Jio, Reliance’s digital services

initiative. He led and established one of the world’s most expansive 4G broadband

wireless network offering end-to-end solutions that address the entire value chain

across various digital services in key domains of national interest, such as education,

healthcare, security, financial services, government-citizen interfaces, and

entertainment.

Shri Mukesh Ambani is a member of The Foundation Board of the World Economic

Forum. He is an elected Foreign Member of the prestigious United States National

Academy of Engineering. He is a member of the Global Advisory Council of Bank of

America. He is also a member of International Advisory Council of The Brookings

Institution.

Shri Ambani is also a member of the following forums:

- Stanford Global Advisory Council

- McKinsey & Company International Advisory Council

- The Business Council

- Chairman of the Board of Governors, Pandit Deendayal Petroleum University in

Gujarat

- India Advisory Group of the London School of Economics

- India Advisory Council of The British Asian Trust (as Chairman)



110

- Indo-U.S. CEOs’ Forum

- Board of Governors of the National Council of Applied Economic Research, India

Shri Nikhil R. Meswani (DIN 00001620) is a chemical engineer and the son of Shri

Rasiklal Meswani, one of the Founder Directors of the Company. He joined Reliance

in 1986, and since July 01, 1988, he has been a Whole-time Director, designated as

Executive Director, on the Board of the Company. He is primarily responsible for the

petrochemicals division, and has made major contributions towards Reliance

becoming a global leader in petrochemicals. Between 1997 and 2005, he handled the

refinery business of the Company. In addition, he continues to shoulder several other

corporate responsibilities, such as Corporate Affairs and Group Taxation. He is also

involved in the affairs of Reliance-owned Indian Premier League cricket franchise

Mumbai Indians, Indian Super League and other sports initiatives of the Company. A

former President of the Association of Synthetic Fibre Industry, Shri Nikhil Meswani

was also the youngest Chairman of the Asian Chemical Fibre Industries Federation.

He is a member of the Board of Trade, Ministry of Commerce, Government of India.

He is also a managing committee member of the Federation of Indian Export

Organisations.

He has been honoured by the Institute of Economic Studies, Ministry of Commerce &

Industry, and the Textile Association (India), Ministry of Textiles. He has also been

honoured by the FICCI for his distinguished contribution to the petrochemicals

industry. He was named a Young Global Leader by the World Economic Forum in

2005, and remains an active participant in the activities of the Forum. He is also a

member of the new Senior Advisory Board for South-Asia at the Forum. For several

consecutive years, ICIS, a leading chemical industry magazine, has ranked Shri Nikhil

Meswani among the Top 40 Global Power Players in the chemical industry. He is a

member of Global Advisory Council of Harvard University, USA. He is a member of

the visiting committee of the Dean for engineering at Massachusetts Institute of

Technology (MIT), USA. He is also a member of the Board of Governors of the Institute

of Chemical Technology (ICT), Mumbai, and a distinguished alumnus of the same.

He is a member of Corporate Social Responsibility and Governance Committee,

Finance Committee, and Stakeholders’ Relationship Committee of the Company. He

is also a Director of Reliance Commercial Dealers Limited., Chairman of its Audit

Committee, and a member of its Nomination and Remuneration Committee and

Corporate Social Responsibility Committee.

Shri Hital R. Meswani (DIN 00001623) is a Management & Technology graduate from

the University of Pennsylvania (UPenn) in the USA. He received a Bachelor of Science

Degree in Chemical Engineering from the School of Engineering and Applied

Sciences, UPenn, and a Bachelor of Science Degree in Economics from the Wharton

Business School. He joined Reliance Industries Ltd. (RIL) in 1990 and is the son of

Shri Rasiklal Meswani, one of the Founder Directors of the Company.

He is on the Board of the Company as Whole-time Director, designated as the

Executive Director, RIL, since August 4, 1995. His overall responsibility spans the

Petroleum Refining and Marketing Business, Petrochemicals Manufacturing and



111

several corporate functions of the Company including Human Resources

Management, Information Technology, Research & Technology and Capital Projects

Execution. He has been involved with almost all mega initiatives of the group through

its growth journey. He was instrumental in execution of the world class petrochemicals

complex at Hazira and the mammoth Reliance Jamnagar Refinery complex, the

largest in the world at any single location. He had also led a Company-wide business

transformation initiative, which has resulted in the development of the constitution of

RIL – the Reliance Management system

He has been awarded an Honorary Fellowship by IChemE (Institution of Chemical

Engineers – the International Professional body for Chemical, Biochemical and

Process Engineers) in recognition of his contribution to the process industries. He is a

member of the Engineering Board of Overseers of University of Pennsylvania

(UPENN) and is a recipient of the prestigious ‘The 2011 D. Robert Yarnall Award’ from

The Engineering Alumni Society of the UPENN. He was conferred the Honorary

CEPM-PMA Fellowship Award for Project Management Excellence. He is also a

Member of Board of Management - Somaiya Institute of Management Studies and

Research, Mumbai.

He is a member of the Finance Committee, Stakeholders’ Relationship Committee,

Risk Management Committee and Chairman of the Health, Safety and Environment

Committee of the Company.

He is also a Director of Reliance Industrial Investments and Holdings Limited, Reliance

Commercial Dealers Limited and the Indian Film Combine Private Limited.

Shri P.M.S. Prasad (DIN 00012144) has been a Whole-time Director, designated as

Executive Director, of the Company since August 21, 2009. He has worked with

Reliance for about 38 years, holding various senior positions in fibres, petrochemicals,

refining & marketing and exploration & production businesses of Reliance. Shri Prasad

holds Bachelor’s Degrees in Science from Osmania University and in Engineering

from Anna University.

He was awarded an honorary Doctorate Degree by the University of Petroleum and

Engineering Studies, Dehradun, in recognition of his outstanding contribution to the

Indian petroleum sector. He has also been conferred the Energy Executive of the Year

2008 award by Petroleum Economist in recognition of his leadership.

He is a member of the Health, Safety and Environment Committee and Risk

Management Committee of the Company.

Shri Prasad is a Director of Network18 Media & Investments Limited, TV 18 Broadcast

Limited, Reliance Commercial Dealers Limited and Viacom 18 Media Private Limited.

He is a member of the Stakeholders’ Relationship Committee, Corporate Social

Responsibility Committee, Audit Committee, Risk Management Committee and

Nomination & Remuneration Committee of Network18 Media & Investments Limited

and TV18 Broadcast Limited. He is the Chairman of the Nomination and Remuneration

Committee and a member of Corporate Social Responsibility Committee of Reliance



112

Commercial Dealers Limited. He is also a member of Corporate Social Responsibility

Committee of Viacom 18 Media Private Limited.

Shri Pawan Kumar Kapil (DIN 02460200) was appointed as a Whole-time Director,

designated as Executive Director, of the Company with effect from May 16, 2010. He

holds a Bachelor’s Degree in Chemical Engineering, and has a rich experience of more

than five decades in the petroleum refining industry. Joining Reliance in 1996, he led

the commissioning and start-up of the Jamnagar complex (J1). He was associated

with this project from conception to commissioning. He also played a leading role in

the commissioning of the manufacturing operations in the Special Economic Zone at

Jamnagar by Reliance (J2).

Shri Kapil started his career in 1966 with the Indian Oil Corporation (IOC). During the

initial years, he worked in various capacities in operations, technical services and

start-up/commissioning of various refinery process units/facilities in Barauni and

Gujarat Refineries. Having a penchant for analytical work and good technological

skills, he was chosen to head the Central Technical Services Department at the

corporate office of IOC. He did extensive work in expansion of existing refineries,

energy optimisation, debottlenecking studies, and long-term planning. He has also

been the Director (Technical) of the Oil Co-ordination Committee (OCC) – a think tank

of the Ministry of Petroleum, Government of India.

Shri Kapil was the Site President of Reliance’s Jamnagar complex from 2001 to 2010.

He is heading Group Manufacturing Services (GMS) since 2011, and working towards

achieving excellence in the areas of HSE, technology, reliability and operations of all

manufacturing sites covering refineries, petrochemicals and polyester plants of

Reliance. Under his able leadership, the Jamnagar refinery became the first Asian

refinery to be declared the ‘Best Refinery in the world’ at the ‘World Refining & Fuel

Conference’ at San Francisco, USA, in 2005. In recognition of Shri Kapil’s excellent

achievements, the CHEMTECH Foundation conferred on him the ‘Outstanding

Achievement Award for Oil Refining’ in 2008. He is currently involved in commissioning

of J3 & other Projects at Jamnagar site covering Paraxylene, Refinery Off Gas Cracker

(ROGC), Low Density Polyethylene, Linear Low-Density Polyethylene, Pet Coke

Gasification, High Purity Isobutylene/Isobutylene Isoprene Rubber Plants & Offsites,

etc.

He has also been a member of the Research Council of the Indian Institute of

Petroleum, Dehradun & other committees. He is also a member of the Health, Safety

and Environment Committee of the Company.

Apart from Reliance Industries Limited, Shri Kapil is a Director on the Board of

Reliance Sibur Elastomers Private Limited.

Dr. Yogendra P. Trivedi (DIN 00001879) is a practising senior advocate at the

Supreme Court of India. He worked as the director of the Central Bank of India and

Dena Bank. He had been the President of the Indian Merchant’s Chamber, and is

currently a member of its managing committee. He was also on the managing

committees of ASSOCHAM and the International Chamber of Commerce. He served



113

as the Hon’ Consul to the Republic of Ethiopia and was a member of the Rajya Sabha

from 2008 till April 2, 2014.

He has been conferred an Honorary Doctorate (Honoris Causa) by Fakir Mohan

University, Balasore, Odisha.

Dr. Trivedi is a Director on the Boards of Sai Services Private Limited, The Supreme

Industries Limited, Zodiac Clothing Company Limited, Emami Limited, Federation of

Indian Automobile Association, among other organisations.

He is the Chairman of the Indo-African Chamber of Commerce. He was the President

of the Cricket Club of India and Federation of Indian Automobile Association. He was

also the President of Indo-American Society and at present Chairman of JK Sports

Foundation and JK Medical Research Society and a former President of the Western

India Automobile Association. He is also the Committee Member of Indian Merchants

Chamber. He is the member of Malabar Club, Garware Club, Orient Club, Yacht Club,

Turf Club etc.

Dr. Trivedi is the Chairman of the Audit Committee, Corporate Social Responsibility and Governance Committee, and Stakeholders’ Relationship Committee of the Company. He is also a member of the Human Resources, Nomination and Remuneration Committee of the Company. He is also a member of the Audit Committee and Chairman of the Nomination & Remuneration Committee of Zodiac Clothing Company Limited, a member of Corporate Governance Committee of Emami Limited, and the Chairman of Nomination & Remuneration Committee, Stakeholders’ relationship Committee and Audit Committee of Supreme Industries Limited.

Dr. Trivedi was a President of The Chamber of Tax Consultants and was also the

President of Income Tax Appellate Tribunal Bar Association after the retirement of Shri

N. A. Palkhiwala, Sr. Advocate of Supreme Court.

At Reliance Industries Limited, he is an Independent Director.

Prof. Dipak C. Jain (DIN 00228513) has a Master’s Degree in Mathematical Statistics

from Gauhati University, and a PhD in Marketing from the University of Texas, at

Dallas, US.

A distinguished teacher and scholar, he was the Dean of the Kellogg School of

Management, Northwestern University (USA) from 2001 to 2009, and an Associate

Dean from 1996 to 2001. He has also served as the Dean of INSEAD, a leading

business school from 2011 to 2013, and as a Director of Sasin Graduate Institute of

Business Administration of Chulalongkorn University, Bangkok, Thailand, from 2014-

2017. Currently he is the President (European) and Professor of Marketing at China

Europe International Business School (CEIBS). He has more than 30 years’

experience in management education. He has published several articles in

international journals on marketing and allied subjects.



114

The academic accolades received by him include the Sidney Levy Award for

Excellence in Teaching in 1995; the John DC Little Best Paper Award in 1991; Kraft

Research Professorship in 1989-90 and 1990-91; the Beatrice Research

Professorship in 1987-88; the Outstanding Educator Award from the state of Assam

in 1982; Gold Medal for the Best Post-Graduate of the Year from Gauhati University

in 1978; Gold Medal for the Best Graduate of the Year from Darrang College, Assam,

in 1976; Gold Medal from Jaycees International in 1976; the Youth Merit Award from

Rotary International in 1976; and the Jawaharlal Nehru Merit Award from the

Government of India in 1976.

He is a Director of John Deere & Company (US), Reliance Retail Ventures Limited,

Reliance Retail Limited and Reliance Jio Infocomm Limited.

He is a member of the Audit Committee, Corporate Social Responsibility Committee,

and Nomination & Remuneration Committee of Reliance Retail Ventures Limited and

also a member of the Audit Committee and Nomination & Remuneration Committee

of Reliance Jio Infocomm Limited.

At Reliance Industries Limited, he serves as an Independent Director.

Dr. Raghunath A. Mashelkar (DIN 00074119) is an eminent Indian scientist and a

National Research Professor. He served for over 11 years as the Director General of

the Council of Scientific and Industrial Research, which has 38 laboratories and about

20,000 employees. He is the former President of the Indian National Science

Academy, Institution of Chemical Engineers (UK) and Global Research Alliance, a

network of public-funded R&D institutes from Asia-Pacific, Europe and the US. Deeply

connected with the innovation movement in India, Dr. Mashelkar also served as the

Chairman of India’s National Innovation Foundation (2000-2018). Currently, he chairs

Reliance Innovation Council, KPIT Technologies Innovation Council, Persistent

Systems Innovation Council and Marico Foundation’s Governing Council.

In the post-liberalised India, Dr. Mashelkar has played a critical role in shaping India’s

science and technology policies. He was a member of the Scientific Advisory Council

to the Prime Minister, and also of the Scientific Advisory Committee to the Cabinet, set

up by successive governments.

In August 1997, Business India named Dr. Mashelkar as one of the 50 path-breakers

in post-Independence India. In 1998, he won the JRD Tata Corporate Leadership

Award, becoming the first scientist to win it. In June 1999, Business India did a cover

story on Dr. Mashelkar as ‘CEO OF CSIR Inc.’ – a dream that he himself had

articulated when he took over as DG, CSIR in July 1995. On November 16, 2005, he

received the Business Week (USA) award of ‘Stars of Asia’ from former U.S. President

George Bush (Sr.), becoming the first Asian Scientist to have received it. 39

Universities have bestowed honorary doctorates on him, which include Universities of

London, Salford, Swinburne, Pretoria, Wisconsin and Delhi.

He was only the third Indian engineer to be elected in 1998 as Fellow of Royal Society

(FRS), London, in the 20th century. He was elected Foreign Associate of National



115

Academy of Science (USA) in 2005; Associate Foreign Member, American Academy

of Arts & Sciences (2011); Foreign Fellow of the US National Academy of Engineering

(2003); Fellow of Royal Academy of Engineering, UK (1996); Foreign Fellow of

Australian Technological Science and Engineering Academy (2008); Fellow of World

Academy of Art & Science, US (2000), US National Academy of Inventors (2017).

The President of India honoured Dr. Mashelkar with Padma Shri (1991), Padma

Bhushan (2000) and Padma Vibhushan (2014) – the three highest civilian honours in

recognition of his contribution to nation-building.

Apart from Reliance Industries, Dr. Mashelkar is on the Boards of several other

companies including Piramal Enterprises Limited and Godrej Agrovet Limited.

He is a member of Audit and Risk Management Committee of Piramal Enterprises

Limited and the Chairman of Corporate Social Responsibility Committee of Godrej

Agrovet Limited

At Reliance Industries Limited, Dr. Mashelkar is an Independent Director and a

member of the Audit Committee, Human Resources, Nomination and Remuneration

Committee, Corporate Social Responsibility and Governance Committee and Health,

Safety and Environment Committee.

Shri Adil Zainulbhai (DIN 06646490) is the Chairman of Quality Council of India

(QCI). He is also the Chairman of Network18 Media & Investments Limited and TV18

Broadcast Limited and also a Director of Reliance Jio Infocomm Limited, Reliance

Retail Ventures Limited, Larsen & Toubro Limited, Cipla Limited, Viacom 18 Media

Private Limited.

He retired as the Chairman of McKinsey & Company, India, after serving the company

for 34 years – the last 10 of which were spent in India. Over the last 10 years, he

worked directly with the CEOs and promoters of some major companies in MNCs,

PSUs, private and public sectors – in India and globally.

He grew up in Mumbai and graduated in Mechanical Engineering from Indian Institute

of Technology. He also has an MBA Degree from Harvard Business School.

Shri Zainulbhai is very active in community and social causes. He is a Board member

on the Board of Trustees at Saifee Burhani Upliftment Trust (redeveloping Bhendi

Bazaar in Mumbai), Piramal Swasthya, Piramal Foundation, Anant National University

and others.

Shri Zainulbhai is a member of Cipla Limited’s Nomination and Remuneration

Committee, Corporate Social Responsibility Committee, Audit Committee and

Stakeholders’ Relationship Committee. He is a member of the Nomination and

Remuneration Committee, and the Chairman of Audit Committee, Risk Management

Committee and Corporate Social Responsibility Committee of TV18 Broadcast

Limited. He is a member of the Nomination and Remuneration Committee of Larsen &

Toubro Ltd.



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He is the Chairman of the Audit Committee, Stakeholders’ Relationship Committee,

Risk Management Committee and Corporate Social Responsibility Committee, and

member of the Nomination and Remuneration Committee of Network18 Media &

Investments Limited. He is the Chairman of Reliance Jio Infocomm Limited’s Audit

Committee and Corporate Social Responsibility Committee, and a member of the

Nomination and Remuneration Committee. He is the Chairman of the Audit Committee

and Corporate Social Responsibility Committee, as well as a member of Nomination

and Remuneration Committee of Reliance Retail Ventures Limited.

At Reliance Industries Limited, Shri Zainulbhai is an Independent Director and the

Chairman of Human Resources, Nomination and Remuneration Committee and Risk

Management Committee, as well as a member of the Audit Committee.

Smt. Nita M. Ambani (DIN 03115198) is a Commerce Graduate from Mumbai

University and a Diploma Holder in Early Childhood Education.

Smt. Ambani is a businesswoman, educationist, philanthropist and a strong proponent

of sports. She is the Founder & Chairperson of Reliance Foundation (RF), which has

impacted the lives of over 26 million people across India, through initiatives in Rural

Transformation, Health, Education, Sports for Development, Disaster Response, Arts,

Culture & Heritage and Urban Renewal.

Smt. Ambani believes that education and sports are the bedrock of any young,

developing society and is committed to building India as a multi-sports nation. The

Reliance Foundation’s Sports initiatives and its grassroots programmes, such as the

Reliance Foundation Youth Sports, Reliance Foundation Young Champs and Reliance

Foundation Jr. NBA, have cumulatively reached out to over 18 million children across

India.

Smt. Ambani is the architect of Mumbai Indians, which is a four time champion of the

Indian Premier League (IPL), making it one of the most successful IPL teams. She is

also the Founder & Chairperson of Football Sports Development Limited that launched

the Indian Super League (ISL) in 2014, which has revolutionised football in India. In

recognition of her outstanding contribution to the world of sports, she was elected as

a member of the International Olympic Committee in 2016.

Smt. Ambani provides leadership to 14 schools that educate 16,000 students every

year. She is the Founder & Chairperson of Dhirubhai Ambani International School,

which has consistently been ranked as the No. 1 international school in India, and is

in the league of top international schools in the world. The Dhirubhai Ambani

Scholarship Programme has supported over 12,000 scholars, 20% of whom are

specially-abled and almost 50% are girls. Reliance Foundation plans to establish a

world-class multi-disciplinary university.

Smt. Ambani leads Sir H. N. Reliance Foundation Hospital and Research Centre,

which provides international quality, affordable healthcare. It is the largest gold

certified green hospital in Mumbai. Reliance Foundation’s ‘Health for All’ initiative has



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provided primary medical care to about 2.5 million underprivileged people. She is on

the Board of Visitors of the MD Anderson Cancer Center and the Advisory Board of

Massachusetts General Hospital. The Reliance Foundation Drishti programme has

gifted vision to over 18,000 people through corneal transplants and its international

Braille newspaper in Hindi is circulated in India and 15 other countries.

Smt. Ambani is committed to preserving and promoting India’s art, culture and

heritage. Reliance Foundation sponsored the exhibition Modernism on the Ganges:

Raghubir Singh Photographs (October 2017 to January 2018) at The Metropolitan

Museum of Art, New York and previously showcased the works of Nasreen Mohamedi,

the renowned Indian abstract artist. Reliance Foundation also sponsored the ‘Gates

of the Lord – The Tradition of Krishna Paintings’ exhibition at the Art Institute of

Chicago.

Over the years, Smt. Ambani has received many awards and honours. In 2018, she

was awarded the Best Corporate Promoter of Indian Sports by the Times of India

Sports Awards. Earlier, she was conferred with the ‘Pravinchandra V. Gandhi Award

for Excellence in Public Life’ by the Rotary Club of Bombay and was also honoured

with ‘The Global Philanthropist and Leader of the Year Award’ by Vogue India

Magazine. Reliance Foundation, under Smt. Ambani’s leadership, was awarded the

prestigious Rashtriya Khel Protsahan Award by the President of India in 2017. Smt.

Ambani was also honoured by The Metropolitan Museum of Art, New York, in 2017

for her philanthropic work, becoming the first South Asian to receive this honour.

Forbes Asia magazine ranked her amongst Asia's 50 Most Powerful Businesswomen

in 2016.

Over the years, Smt. Ambani has received many awards and honours. In 2017, she

was conferred with the ‘Pravinchandra V. Gandhi Award for Excellence in Public Life’

by the Rotary Club of Bombay and was also honoured with ‘The Global Philanthropist

and Leader of the Year Award’ by Vogue India Magazine. Reliance Foundation, under

Smt. Ambani’s leadership, was awarded the prestigious Rashtriya Khel Protsahan

Award by the President of India in 2017 and was awarded with the Best Corporate

Promoter of Indian Sports by Times of India in 2018. She was also honoured by The

Metropolitan Museum of Art, New York, in January 2017 for her philanthropic work,

becoming the first South Asian to receive this honour. Forbes Asia magazine ranked

her amongst Asia's 50 Most Powerful Businesswomen in 2016.

She is on the Board of Reliance Industries Limited, India’s largest private sector

company and a Fortune Global 500 company. She is also on the Board of EIH Limited

(The Oberoi Group).

Shri Raminder Singh Gujral (DIN 07175393) is a BA (Economics Honours), LLB,

MBA (IIM-Ahmedabad) and MA (Fletcher School, US). He retired from the post of

Finance Secretary, Government of India, in 2013. Earlier, he had held the posts of

Secretary (Revenue), Secretary (Expenditure) and Secretary (Ministry of Road,

Transport and Highways). He is an Arbitrator in several disputes pertaining to the

'Road Sector'. He was the Chairman of National Highways Authority of India (NHAI).

Also, he had been the Director General of Foreign Trade, and Chairman of the Board



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of Governors of National Institute of Financial Management. Having held various posts

in the Central Government, he has a vast experience in the functioning of Central

Board of Excise & Customs and Central Board of Direct Taxes.

Shri Gujral is a Director of Adani Power Limited and Adani Power (Mundra) Limited.

He is a member of the Audit Committee and Nomination & Remuneration Committee

of Adani Power (Mundra) Limited and a member of the Audit Committee and Chairman

of the Nomination and Remuneration Committee of Adani Power Limited.

At Reliance Industries Limited, he is an Independent Director and a member of the

Audit Committee and Human Resources, Nomination and Remuneration Committee.

Dr. Shumeet Banerji (DIN 02787784) is the founder of Condorcet, LP – an advisory

and investment firm specializing in developing early stage companies. He retired from

Booz & Company in 2013 after a 20 year stint at the firm and its predecessor Booz,

Allen, Hamilton. He was the founding Chief Executive Officer of Booz & Company. In

2007-08 he co-led the conception, design, and execution of the historic deal

separating Booz, Allen, Hamilton, selling the government business to the Carlyle

Group and spinning off the global strategy consulting division as Booz & Company.

Dr. Banerji currently serves on the Board of Directors of Hewlett – Packard Company

(USA), Proteus Digital Health (USA), Felix Pharmaceuticals (Ireland), Tala Energy

(UK) and Reliance Jio Infocomm Ltd. (India). He serves on the Panel of Senior

Advisers of Chatham House (The Royal Institute of International Affairs, UK).

He was a member of the faculty at the University of Chicago's Graduate School of

Business before joining Booz, Allen, Hamilton. He received his PhD from Kellogg

School of Management, Northwestern University where he has previously served on

the Dean’s Advisory Board.

At Reliance Industries Limited, Dr. Banerji is an Independent Director and a member

of the Human Resources, Nomination and Remuneration, Corporate Social

Responsibility and Governance Committee and Risk Management Committee.

Smt. Arundhati Bhattacharya (DIN 02011213)

Past Chairman of State Bank of India from 2013 to 2017.

Forty years career as a banker with State Bank of India, the largest bank in India. She held several positions during her career with the bank including working in foreign exchange, treasury, retail operations, human resources and investment banking. This included positions like the chief executive of the bank's merchant banking arm- State Bank of India Capital Markets; chief general manager in charge of new projects. She has also served at the bank's New York office. Involved with the launch of several new businesses such as SBI General Insurance, SBI Custodial Services, SBI Pension Funds Private Limited and the SBI Macquarie Infrastructure Fund.



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In 2016, she was named the 25th most powerful woman in the world by Forbes. Ranked among the FT Top 100 Global Thinkers by Foreign Policy magazine. Named the 4th most powerful women in Asia Pacific by Fortune in 2017.

India Today magazine ranked her at 19th in India's 50 Most powerful people of 2017 list. In 2018, she was named Business Leader of the Year at The Asian Awards. At Reliance Industries Limited, Smt. Bhattacharya is an Independent Director and a

member of the Stakeholders’ Relationship Committee and Health Safety and

Environment Committee.

Shri K. V. Chowdary (DIN 08485334) has done his graduation in Mathematics from Loyola College Chennai and Post Graduation in Mathematics from IIT, Chennai. He started his career as a probationary officer in Andhra Bank. He later joined Indian Revenue Service in 1978. On deputation, he went to the Department of Revenue as Under Secretary and thereafter to the Department of Company Affairs as Deputy Secretary. He held several executive positions and retired as Chairman of CBDT. On Superannuation, he was appointed as an Advisor to the Department of Revenue on issues relating to black money. He was the Central Vigilance Commissioner from June, 2015 to June, 2019. He was elected as a Member of the Executive Committee of International Association of Anti-Corruption Agencies. He is a Member on the Advisory Board of Comptroller and Auditor General of India. He holds directorship in CCL Products (India) Limited and Divi’s Laboratories Limited. Shri Chowdary is a member of Audit Committee of CCL Products (India) Limited and a member of Audit Committee, Compensation Nominations & Remuneration Committee and Risk Management Committee of Divi’s Laboratories Limited.

At Reliance Industries Limited, Shri Chowdary is a member of the Stakeholders’

Relationship Committee, Audit Committee, Risk Management Committee and Human

Resources, Nomination and Remuneration Committee.

I. KEY MANAGERIAL PERSONNEL:

Shri Alok Agarwal, has been the Chief Financial Officer of Reliance Industries Limited

(RIL) since 2005. He joined Reliance in 1993 as Treasurer and has been responsible

for managing all of the group’s financial resources, banking relationships and capital

market transactions for over two decades. Reliance has won several accolades in this

period for its financing transactions risk management and investor relations.

Prior to joining RIL, he was with Bank of America for 12 years in a variety of roles.



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Shri Agarwal holds a Post Graduate Diploma in Management from IIM-Ahmedabad

and a B.Tech in Electrical Engineering from IIT-Kanpur.

Shri Alok Agarwal is a member of Company’s Risk Management Committee.

Shri Srikanth Venkatachari, Joint Chief Financial Officer, is responsible for

financial risk management, raising resources from banking and capital markets,

investor relations, financial reporting, control and compliances. He is member of the

Risk Management Committee of the Company also on the Board of Directors of

Reliance Ventures Ltd, a subsidiary of RIL.

Prior to September 2010, he was the Head of Global Markets for Citi South Asia

covering Fixed Income, Currencies, Commodities and Equities. He was also the

Country Treasurer for Citi in India and a Director in Citi's group company CCML

(Citicorp Capital Market Ltd).

Shri Srikanth holds a Bachelor's degree in Commerce from Mumbai University, is a

member of the Institute of Chartered Accountants of India and a graduate member of

the Institute of Costs and Work Accountants of India.

Shri Srikanth Venkatachari is a member of Company’s Risk Management Committee.

Shri K. Sethuraman is the Group Company Secretary and Chief Compliance

Officer, of Reliance Industries Limited. He has over 31 years of post-qualification

experience in corporate laws and securities laws.

He is an Associate member of the Institute of Chartered Accountants of India and a

Fellow member of the Institute of Company Secretaries of India. Shri Sethuraman is

also an Associate member of the Institute of Chartered Secretaries and

Administrators, London. He holds a Bachelor’s degree in Commerce from the Madras

University.

Ms Savithri Parekh is the Joint Company Secretary and Compliance Officer of

Reliance Industries Limited since March 29, 2019. She has over 28 years of corporate

experience.

Ms Savithri Parekh is a B.Com., LL.B. and a fellow member of the Institute of Company

Secretaries of India, New Delhi.

ANNEXURE C

MANAGEMENT’S PERCEPTION OF RISK FACTORS RELATING TO THE DEBENTURES



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The following is a description of material risk factors, the occurrence or continuation of any of which could have a material adverse effect on the Company’s business, financial condition or results of operations. Risks Relating to the Company’s Oil and Gas, Refining and Petrochemical Businesses Macroeconomic Risks: The Company’s business and performance are influenced by global and local economic conditions. A significant portion of the Company’s revenue is generated by export sales of petroleum and petrochemical products to global markets. A further slowdown in global economic growth could exert downward pressure on the demand for these products. In addition, the Company’s performance is significantly influenced by the economic situation and governmental policies in India. Furthermore, a prolonged weakness in the global financial and economic situation may have a negative impact on third parties with whom the Company does, or may do, business. Any of these factors could adversely affect the Company’s business, financial conditions, cash flows and results of operations. COVID-19: In December 2019, the COVID-19 disease, commonly known as “coronavirus”, was first reported in Wuhan, China. In January 2020, the World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of International Concern” and on March 11, 2020 it was declared a pandemic. Between January 2020 and the date of this Offering Memorandum, the COVID-19 disease has spread from China to many other countries, with the number of reported cases and related deaths increasing daily and, in many countries, exponentially. Several countries’ governments and numerous companies have imposed increasingly stringent restrictions to help avoid, or slow down, the spreading of COVID-19, restrictions on international and local travel, public gatherings and participation in meetings, as well as closures of universities, schools, stores and restaurants, with some countries imposing strict curfews. In India, the Government announced a 21-day country-wide lockdown starting on March 25, 2020 and there can be no assurance that this lockdown will not be extended further on one or more occasions either locations specific or country-wide. The Company continues to monitor developments closely as the COVID-19 pandemic develops. The impact of the COVID-19 pandemic on the Company’s business will depend on a range of factors which the Company’s is not able to accurately predict, including the duration and scope of the pandemic, the geographies impacted, the impact of the pandemic on economic activity in India and globally, and the nature and severity of measures adopted by governments. These factors include, but are not limited to:

• The deterioration of socio-economic conditions and disruptions to the Company’s operations, such as its supply chain, or manufacturing or distribution capabilities, which may result in increased costs due to the need for more complex supply chain arrangements, to expand existing facilities or to maintain inefficient facilities, or in a reduction of the Company’s sales volumes.

• Reductions or volatility in consumer demand for the Company’s products due to quarantine or other travel restrictions, economic hardship, retail closures or illness, which may impact the Company’s market share.

• Significant volatility in financial markets (including exchange rate volatility) and measures adopted by governments and central banks that further restrict liquidity, which may limit the Company’s access to funds, lead to shortages of cash.

As of the date of this document, there is significant uncertainty relating to the severity of the near- and long-term adverse impact of the COVID-19 pandemic on the global economy, global



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financial markets and the Indian economy, and the Company’s is unable to accurately predict the near-term or long-term impact of the COVID-19 pandemic on its business. Cyclicality Risks: A significant portion of the Company’s revenue is attributable to sales of petroleum, crude oil, natural gas and petrochemical products in India, the prices of which are affected by worldwide prices of feedstock. Historically, the prices of feedstock and end products have been cyclical and sensitive to relative changes in supply and demand, the availability of feedstock and general economic conditions. From time to time, the markets for the Company’s petroleum and petrochemical products have experienced periods of increased imports or capacity additions, which have resulted in oversupply and declines in product prices and margins in the domestic market. In such situations in the past, the Company was forced to export these products. Exports may result in lower margins as export prices are lower than domestic prices. In addition, the withdrawal or lessening of import tariffs in India would have an adverse effect on the Company’s margins. Overcapacity Risks: The global petrochemicals industry is highly cyclical and volatile due to the nature of the supply-demand balance. The industry historically has experienced alternating periods of inadequate capacity and tight supply, causing prices and profit margins to increase, followed by periods when substantial capacity is added, resulting in oversupply, declining capacity utilization rates and declining prices and profit margins. Currently, there is overcapacity in the global petrochemicals industry, both in polymer and polyester chain as a number of the global peers in various segments have added large capacities. There can be no assurance that future growth in product demand will be sufficient to utilize current or additional capacity. The global economic and political environment continues to be uncertain, contributing to low industry operating rates, adding to the volatility of raw material and energy costs, and forestalling the industry’s recovery from difficult conditions, all of which may place pressure on the Company’s results of operations. As a result of excess industry capacity and weak demand for products, as well as rising energy costs and raw material prices, the Company’s operating income may decline or be volatile. Geopolitical Risks and Volatility Risks: The Company’s operations largely depend on the supply of crude oil, the price of which has been, and is expected to continue to be, volatile. The Company acquires substantial portions of its requirements of crude oil from foreign sources through a combination of term purchase contracts and spot market purchases. In recent years, the Company has sourced a substantial part of its crude oil requirement from the Middle East and Latin America region. Events such as hostilities, strikes, natural disasters, protests and political developments in petroleum-producing regions (particularly in or affecting the Middle East, Latin American regions), domestic and foreign government regulations including economic sanctions and other events could interrupt the supply of crude oil. These events or other events may adversely affect prices of crude oil generally or the price at which the Company is able to obtain a supply of crude oil, which may, under some circumstances, adversely affect the Company’s gross refining margin. In addition, the Company’s performance in the Refining business is primarily affected by the relationship, or margin, between refined petroleum product prices and the prices for crude oil and other feedstock. The cost of purchasing the required quantities of crude oil and other feedstock and the price at which the Company can ultimately sell refined petroleum products depend upon a variety of factors beyond its control. Future volatility may result in the margin between refined petroleum product prices and feedstock prices decreasing below the amount needed for the Company to generate positive net cash flow from operations. As crude oil prices provide a benchmark for petroleum and petrochemical feedstock prices, changes in crude oil prices are likely to also have an impact on petroleum and petrochemical prices.



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Exploration Risks: Finding oil and gas is an uncertainty in any exploration venture. Generally, only a few of the properties that are explored are ultimately developed into hydrocarbon producing fields. In addition, the business of hydrocarbon exploration involves a high degree of risk including encountering unusual or unexpected geological formations or hydrodynamic conditions or pressures and change in seismic interpretation or characterization, environmental hazards, industrial accidents, occupational and health hazards, mechanical and technical failures, explosions and pollution, among many other risks and hazards. These risks and hazards could also result in damage to, or in the destruction of, production facilities, personal injury, environmental damage, business interruption, monetary losses, and possible legal liability as well as delays in other construction, fabrication, installation or commissioning activities. As at March 31, 2020, a major part of the Company’s estimates of the Proved Reserves in the Company’s oil and gas interests were in the KG-D6 and CBM blocks. These proved reserves have declined and will decline further as crude oil and natural gas are extracted. Likewise, proved reserves in other fields in which the Company has an interest will also decline as its extraction activities deplete existing reserves, and as reserves are depleted, the volume of production in the depleted fields generally declines as well. If the Company is unsuccessful at finding or acquiring and developing additional assets holding proved reserves, it may not meet its production targets. Financing Risks: The Company and certain of its subsidiaries require significant capital expenditure in order to implement their strategy. The Company must continue to invest capital to maintain the amounts of oil and gas that it produces and processes and to maintain or increase its levels of oil and gas reserves. The Company’s capital expenditure plans and requirements are subject to a number of risks, contingencies and other factors, some of which are beyond its control. In addition, the Company cannot assure investors that it will be able to generate sufficient cash flow or that it will have access to sufficient external financing to support its current and planned business operations, including its existing and future working capital requirements. Operational Risks: Exploration and production of oil and natural gas is hazardous, and man-made and natural disasters, operator error or other accidents can result in oil spills, blow-outs, fires, equipment failure and loss of well control, which can result in the suspension of drilling operations, injure or kill people, damage or destroy wells and production facilities and damage property and the environment. Offshore operations are subject to adverse weather conditions and vessel collisions, as well as interruptions or termination by governmental authorities based on environmental and other governmental considerations. Prior incidents have resulted or may, in the future, result in changes to environmental and other laws and regulations, which could result in operational delays and have the effect of increasing the cost of, and reducing available opportunities for, offshore exploration and production. Operational and other failures can also have a significant effect on an oil and gas company’s reputation. In addition, the Company’s operations are subject to certain risks generally associated with oil and gas, petroleum refining and petrochemicals operations and the related receipt, distribution, storage and transportation of feedstocks, products and wastes. These risks are particularly significant for the Company, as most of the Company’s operations are integrated and interdependent. These risks include certain production, equipment and transportation risks. The occurrence of any of these events or other accidents could result in personal injuries, loss of life, environmental damage with the resulting containment, clean up and repair expenses, equipment damage and damage to the Company’s facilities and the imposition of civil and criminal liabilities. A shutdown of the affected facilities could disrupt the Company’s production and significantly increase its production costs. This risk is particularly significant for the Company due to the importance of the operations that are conducted at a single location in Jamnagar and its reliance on a single pipeline to transport KG-D6 gas. The occurrence of



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such events or accidents may also have reputational consequences and affect the Company’s ability to conduct its business in the affected areas in the future. While the Company maintains insurance coverage for a significant range of onshore and offshore risks the insurance policies may not cover all liabilities and insurance may not be available for all risks or on commercially reasonable terms. There can be no assurance that accidents or acts of terror will not occur in the future, that insurance will adequately cover the entire scope or extent of the Company’s losses or that it may not be found directly liable in connection with claims arising from these and other events. In addition, the Company’s policy of covering third-party risks through contractual limitations of liability, indemnities and insurance may not always be effective. Competition Risks: The oil and natural gas industry in India is highly competitive. The Company competes principally with leading GoI-controlled companies engaged in oil and natural gas exploration and production, as well as private sector Indian companies and international oil and gas companies. Some of the competitors are well capitalized and have GoI shareholding and therefore they may be able to compete more effectively than the Company. In addition, the continued deregulation and liberalization of industries in India, combined with reductions in customs duties and import tariffs, could lead to increased competition from international companies in the Company’s domestic market, which may have a material adverse effect on the Company’s business, financial condition and results of operations. The Company also faces significant competition in the development of innovative products and solutions, including the development of new technologies for its core upstream and downstream businesses. In addition, other competitive sources of energy are expected to become available in the future. Accordingly, the Company expects competition in the oil and gas and refining industries to increase in the future. The Petro Retail business in India is dominated by the three Public Sector Units (PSUs) with limited private sector presence. PSUs are price-makers in the Indian market and private sector players must match the PSUs’ pricing to remain competitive. PSU retailers might attempt to price out the private players in the market through extended discounts in particular in key rural markets which may result in RIL losing market share. Further, in view of rising crude oil prices, the Government attempt to artificially calibrate retail petro product prices, which may result in losses to the private sector players including RIL. Regulatory Risks: The Company’s operations entail environmental risks. The Company is subject to extensive regulations including regulations relating to worker health and safety and environmental laws and regulations concerning land use, air emissions, discharge of hazardous materials into the environment, waste materials and abandonment of installations or otherwise relating to the protection of the environment in connection with its operations. Numerous government agencies and departments issue rules, ordinances and regulations, which are often difficult and costly to comply with and which carry substantial penalties for non-compliance. In the ordinary course of business, the Company is subject to environmental inspections and monitoring by government enforcement authorities. The Company may incur substantial costs, including fines, damages and criminal or civil sanctions, or experience interruptions or suspensions in the Company’s operations for actual or alleged violations arising under applicable environmental and other laws and regulations. The Company’s operations involve the generation, use, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials. From time to time, these operations may result in violations under environmental laws and regulations, including spills or other releases of hazardous substances into the environment. In the event of such an incident, the Company could incur material costs as a result of addressing the impact thereof and implementing measures to prevent such incidents.



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In addition, the Company’s production facilities and operations require numerous governmental permits and approvals that are subject to renewal, modification and, in some circumstances, revocation. Violations of, or the inability to obtain, such permits or approvals can also result in restrictions to, or prohibitions on, refinery, plant or other operations, substantial fines and civil or criminal sanctions. Further, the adoption of new safety, health and environmental laws and regulations, new interpretations of existing laws, increased governmental enforcement of environmental laws or other developments in the future may require that the Company make additional capital expenditures or incur additional operating expenses in order to maintain the Company’s current or future operations or take other actions that could have a material adverse effect on its financial condition, results of operations and cash flow. The measures the Company implements to comply with these new laws and regulations may not be deemed sufficient by governmental authorities, and compliance costs may significantly exceed the Company’s current estimates. The upstream segment of the Indian oil and gas industry is highly regulated and requires the Company to obtain several consents and approvals from the GoI at various stages of exploration, development and production under the PSC & RSC. The PSCs and RSCs require the Company to obtain authorizations and approvals from the GoI, the operating committee (represented by constituents of the contractor under the PSCs, RSC) and the management committee (represented by the contractor parties and the GoI). Any delays in critical approvals by the GoI will limit the Company’s ability to take certain actions under those contracts or may cause a delay in taking such actions. In addition, the Company’s profitability is significantly affected by the differential between import tariffs currently imposed by the GoI on crude oil and tariffs currently imposed on products that the Company produces and sells in India. Increases in import tariffs on crude oil or decreases in import tariffs on products the Company sells in India could have a material adverse effect on the Company’s business, financial condition and results of operations. The Company’s profitability is also significantly dependent on the policies of the central and state governments in India relating to various direct and indirect taxes, and fiscal or other incentives. These incentives include those related to the SEZ, where the Jamnagar Refinery II and the SEZ Polypropylene Facility are located. Regulatory Risks arising from Operational Failures: Operational failures of companies operating in oil and gas exploration, development and production, together with associated reputational consequences, may lead to increasingly stringent environmental, health, safety and other regulations and permitting requirements. Changes in regulations and environmental, health and safety laws and regulations, or their interpretation, may require the Company or its subsidiaries to incur significant unforeseen expenditures to comply with such requirements, add significantly to operating costs, or significantly limit or delay drilling activity, such as the changes that followed the Deepwater Horizon oil spill in the Gulf of Mexico in 2010. Given the possibility of unanticipated regulatory or other developments, including more stringent environmental, health and safety laws and regulations, the amount and timing of future environmental, health and safety compliance expenditures could vary substantially from their current levels. The Company cannot predict what additional environmental, health and safety laws or regulations will be enacted in the future or the potential effects on its financial position and results of operations, and potentially significant expenditures could be necessary in order to comply with future environmental, health and safety laws and regulations. Also, such capital expenditures and operating expenses relating to environmental, health and safety matters will be subject to evolving regulatory requirements and will depend on the timing of



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the promulgation and enforcement of specific standards which impose requirements on the Company’s operations. Natural Gas Pricing Risk: The Company has made significant investments in gas exploration and production over the last few years, including in the KG D6 Block off the eastern coast of India, and gas remains an important element of its growth strategy; however, the price of gas is a material factor in assessing the commercial value of planned exploration and development. Under the contracts signed with the Government in respect of its blocks, the Company is required to sell all gas produced at arm’s-length prices for the benefit of the parties to the contract. In March 2016, the Government introduced guidelines which allowed marketing and pricing freedom in respect of deep-water, ultra deep-water and high pressure-high temperature discoveries where commercial natural gas production was to start on or after January 1, 2016, subject to a ceiling price determined on the basis of the landed price of alternative fuels. In June 2017, the Government issued certain guidelines for discovery of market price through a transparent competitive bidding process. Similarly, in April 2017 the Government introduced the Policy Framework for Early Monetization of Coal Bed Methane, which provides marketing and pricing freedom for CBM. The Government’s policy interventions from time to time impact the Company’s ability to realize the market price of gas. Natural Gas Demand Risks: Over the past few years, demand for energy has risen in India along with India’s economic growth. Coal has been the dominant fuel in the Indian energy sector, representing ~56% of the total primary energy consumption in 2018. Oil’s share of the energy mix has remained relatively stable, representing ~30% of the total primary energy consumption in 2017. However, gas’s share has remained stagnant at ~6% in 2017 primarily on account of lower availability of gas, indicating large pent up demand for gas subject to availability and competitiveness. (Data Source: Review of World Energy 2019). The rate of growth of India’s economy and of the demand for energy in India may slow down significantly or turn negative, including as a result of the COVID-19 pandemic. In addition, the Company’s expansion of natural gas production in India may remain constrained due to delays in development and implementation of natural gas transmission infrastructure and an underdeveloped natural gas market. Development of the natural gas market depends on the establishment of long-term natural gas supply contracts with natural gas consumers, the construction of transmission and supply pipelines and other infrastructure, and growth in demand from large end users. In the event that there is no significant price differential between natural gas and alternate fuels, new major industrial customers may choose to consume alternative fuels. Infrastructure Risk: The Company is currently dependent on certain service providers for each of the specialized services such as power, port and marine infrastructure (including the provision of single point mooring for movement of crude oil and refined products between storage tanks and transportation vessels) as well as transportation and logistics infrastructure required for its refinery and petrochemical plants. The Company’s ability to continue to use the port and related facilities at Jamnagar, through which the Company receives crude oil and evacuates petroleum and petrochemical products, is critical to the Company’s business. The Company is also dependent on the pipelines from Vadinar to Kandla, and from Kandla to North West India, as well as rail and road links for the transportation of the Company’s liquid products. Any damage to or blockage at these facilities could interrupt the supply of crude oil and the evacuation of the Company’s petroleum products.



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The Company’s ability to exploit, in a cost-effective manner, any oil and gas resource discovered will depend upon, among other things, the availability of necessary infrastructure to transport oil and gas to potential buyers at commercially acceptable prices. Oil is usually transported by pipelines to refineries, and gas is usually transported by pipelines to end users and gas distribution companies. Although sufficient spare pipeline capacity exists in the country for transportation of gas, there can be no assurance that the Company will be successful in its efforts to arrange suitable infrastructure for cost-effective transportation of its gas and oil production. Specific GoI Litigation and Arbitral and Other Claims Risks: Audit by Comptroller and Auditor General of India In 2010, the Comptroller and Auditor General of India (“CAG”), at the request of the Government, conducted a special audit for the block KG-D6 for the fiscal years 2007 and 2008. In June and July 2011, the Director General of Hydrocarbons shared with the Company the audit observations made by CAG in their draft audit report. The Company made detailed responses to all the observations. The CAG tabled its final report before the Parliament on September 8, 2011. The final report submitted by the CAG contains findings that suggest that the terms of PSC were contravened by the Government and the contractor parties to the PSCs. Following the final report of the CAG, the Government issued Audit Exceptions in November 2011 under the provisions of the PSC, which the Company responded to in March 2012. CAG conducted another audit for FY 2008 to 2012 for KG D6 block.. The final report of this audit was tabled before the Parliament on November 28, 2014. Another CAG audit has been conducted by the CAG for FY2013 and FY2014 for the KG-D6 Block. The Report (Chapter XIV) containing CAG observations for the KG-D6 Block was tabled before both Houses of the Parliament on April 28, 2016. DGH has issued audit exceptions based on observations in these CAG Audit Reports, to which Company has responded from time to time. Further steps, if any, taken on the basis of findings in the CAG’s existing and future audit reports could impact the Company’s business, results of operations, cash flows and financial condition. Cost Recovery Arbitration

The Government has sent notices to the contractor (consisting of the Company, BP and Niko (NECO) Ltd.) under the KG–D6 PSC disallowing cost recovery to the contractor under the KG-D6 PSC for alleged under-utilization of capacity due to a failure to comply with the approved development plan and has demanded an additional share of petroleum profit. The Company contends that there are no provisions in the PSC for block KG–D6 that entitle the Government to disallow cost recovery on this basis.

On November 23, 2011, the Company served an arbitration notice on the Government seeking to resolve a dispute relating to the cost recovery provisions of the PSC with respect to the KG-D6 block. Both the Company and the Government have appointed arbitrators and filed their pleadings. On September 23, 2014, the Supreme Court nominated the Hon’ble Michael Kirby AC CMG as the presiding third arbitrator. Parties have completed their respective pleadings. Final hearings are tentatively scheduled from September to December 2021.

Arbitration relating to Panna-Mukta and Tapti Blocks



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In December 2010, the Company and BG Exploration and Production India Limited (together, the “Claimants”) referred a number of disputes, differences and claims arising under two PSCs entered into in 1994 among the Claimants, Oil & Natural Gas Corporation Limited (“ONGC”) and the Government to arbitration. The disputes relate to, among other things, the limits of cost recovery, profit sharing and audit and accounting provisions of the PSCs. The Arbitration Tribunal has issued a number of awards, including the Final Partial Award dated October 12, 2016 (“Partial Award”).

Following the Partial Award, the Government has notified the Company, as a party to the Panna Mukta and Tapti PSCs of the Government’s computation of US$1.16 billion as the Company’s purported share of the Government’s petroleum profit and royalties alleged to be payable by the contractor pursuant to the Government’s interpretation of the Partial Award.

Claimants have contended that the Government’s demand notice is premature. The quantification of liabilities (if any) of the parties arising out of the Partial Award is required to be determined by the Arbitration Tribunal in a further quantification stage of the arbitration. The Arbitration Tribunal is yet to schedule the timeline for the quantification phase, which will follow the determination of certain outstanding claims.

The Company challenged the Partial Award before the English commercial court which succeeded (in part) following a judgment of Mr Justice Popplewell on 16 April 2018. The Arbitration Tribunal was required to reconsider the remitted issues and publish a fresh award by 2 October 2018, which it has done in terms which are favourable to the Claimants. The Government filed an appeal before the English Commercial Court against this 2018 Final Partial Award. The Claimants also filed an appeal against the Final Partial Award on the limited aspect of the Final Partial Award which was not in favour of the Claimants. The English Commercial Court has rejected Government’s challenges to 2018 Final Partial Award and upheld Claimants’ challenge that Arbitration Tribunal had jurisdiction over the limited issue and has remitted the issue back to the Arbitration Tribunal to be decided by 28 May 2020 (or such later date as the parties may agree in writing or the Court may order).

Claimants have filed an application before the Arbitral Tribunal seeking increase in the PSC Cost Recovery Limit and the same is pending as the hearings for these applications scheduled for March/April 2020 got postponed due to COVID-19 and are now expected to be heard between June 2020 to December 2020.The Arbitration Tribunal is yet to schedule recomputation of accounts and the quantification phase of the arbitration, which will take place after determination of the Claimants’ request for an increase in the cost recovery limit under the PSCs.

The Government has filed an enforcement petition under Sections 47 and 49 of the Arbitration and Conciliation Act, 1996 (read with the Amendment Act, 2015) and Section 151 of the CPC, 1908 seeking enforcement and execution of the Partial Award. Matter is pending in Delhi High Court.

Public Interest Litigations

Three public interest litigations were filed before the Supreme Court of India in FY2013 and FY2014 against the Company in relation to the PSC for the KG-D6 Block seeking substantially similar reliefs in the nature of: (i) disallowance of cost recovery; (ii) quashing the Government’s decision to approve the certain gas price formula; and (iii) termination of the PSC for the KG-D6 Block on the basis that the Company had not achieved the committed production. Point (ii) in the public interest litigation no longer survives in view of the revised pricing guidelines issued by the Government on November 1, 2014. Petitioners have also requested the Supreme Court to stay the Cost Recovery Arbitration, discussed above. The Company has submitted that the underlying issues which have been flagged by the Petitioners were already



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the subject matter of the ongoing arbitrations and as per the PSC such disputes are required to be resolved by the Arbitration Tribunal.

One of the Petitioners also filed an Application in January 2017 to amend the petition and urge additional grounds, mainly challenging the new policies of the Government including the New Domestic Natural Gas Pricing Guidelines 2014; Marketing including Pricing Freedom for the Gas to be produced from Discoveries in Deepwater, Ultra Deepwater and High Pressure – High Temperature areas 2016 et al., which is yet to be taken up by the Hon’ble Supreme Court. All the three public interest litigations are pending before the Hon’ble Supreme Court.

Arbitration Relating to Alleged Migration of Gas

The Government sent a notice to the KG-D6 contractor on November 3, 2016 asking the KG-D6 contractor to deposit approximately US$1.55 billion on account of gas produced from Block KG-D6 which is alleged to have migrated from ONGC’s adjoining blocks. The Government contends that the KG-D6 contractor is entitled to produce only gas situated within the KG-D6 contract area as at the date of the signing of the KG-D6 PSC.

The Company disputed this contention and, for and on behalf of the KG-D6 contractor parties, initiated arbitration under the terms of the relevant PSC and the Arbitration Tribunal has vide its award dated July 24, 2018 (“Final Award”) held in favor of the KG-D6 contractor parties. The Arbitration Tribunal has upheld the Company’s contention that all petroleum operations have been conducted in accordance with the relevant PSC and applicable laws and the KG-D6 contactor is entitled to retain all benefits from and recover costs for its petroleum operations. The Tribunal has also held that there has been no unjust enrichment derived by the contractor parties. The Government has filed an appeal against the Final Award in the Delhi High Court on November 15, 2018 for setting aside the Final Award. Matter now listed for hearing on July 16 2020.

Writ Petition filed by the Company for quashing of the first information report (“FIR”) lodged by the Anti-Corruption Bureau, Delhi (“ACB”)

In 2014, four individuals filed a complaint to the then Chief Minister of the Government of National Capital Territory of Delhi alleging collusion between the then Ministers of the Central Government and the Company in relation to increasing the price of gas produced by the Company from the KG-D6 Block. The then Chief Minister of Delhi had ordered the ACB to register the FIR and investigate the matter.

The Company has filed a Writ Petition before the Hon’ble Delhi High Court questioning the jurisdiction of the ACB in registering the FIR against the Company. The Company has contended that ACB lacks jurisdiction to file the FIR. The matter is currently pending before the Hon’ble Delhi High Court and was listed for hearing on March 23 but due to COVID-19 has been postponed for a later date.

In the SLP filed by Delhi Government before the Supreme Court against Delhi High Court’s Division Bench’s order pertaining to NCT’s powers, Supreme Court has inter alia decided that ACB of Delhi Government does not have jurisdiction over Central Government employees.

Criminal Proceeding

In 2002, the Central Bureau of Investigation filed a criminal complaint under the Official Secrets Act, 1930 and the Indian Penal Code, 1860 against the Company and certain officials of the Company for allegedly entering into a conspiracy and receiving certain documents alleged to be classified and/or secret. The complaint is pending, recording of evidence is going on and next date fixed for recording of further evidence is 06.04.2020.



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Suit filed by NTPC Limited

In December 2005, NTPC Limited (“NTPC”) filed a suit against the Company before the Hon’ble Bombay High Court seeking a declaration that there exists a valid, concluded and binding contract between NTPC and the Company under which the Company is obliged to supply NTPC with 132 trillion Btu of gas annually for a period of 17 years. The Company’s contention has been that the draft gas sales and purchase agreement that was being negotiated between the parties contained several provisions that were never finalized; therefore the gas sales and purchase agreement never came into existence. The matter is currently pending before the Hon’ble Bombay High Court. NTPC’s SLP challenging Bombay High Court order allowing certain documents to be taken off record as part of RIL’s witness evidence, was listed on 28 February 2020 in Supreme Court. Court has partly set aside Bombay High Court’s impugned order and held that documents which have already been disallowed cannot be brought on record indirectly through witness statement, the court also directed the Bombay High Court to endeavour to decide the matter in 9 months. LCIA Arbitration filed by Niko (NECO) Limited (“Niko”) RIL and BP had issued a Notice of Withdrawal to Niko from the KG D6 PSC pursuant to Niko’s failure to honor cash calls for Petroleum Operations. Thereafter, Niko has initiated arbitration proceedings against RIL and BP by filing a Notice of Dispute with the London Court of International Arbitration (LCIA) on 19 December 2018, which is the dispute resolution body under the Joint Operating Agreement for Block KG D6. Both Parties have appointed their nominated arbitrators. Nominated arbitrators are yet to decide on the Chairman of the Arbitral Tribunal. Parties have executed a Settlement Agreement and the Arbitration Tribunal is in the process of closing out the Arbitration by issuing a Consent Order which is still awaited. General Risks Relating to the Company and its Businesses, Financial Condition and Results of Operations Investment Risks: The Company from time to time seeks to diversify its operations through new growth initiatives, organic growth opportunities as well as acquisitions, both in India and overseas. New ventures may require significant investments by the Company, including by way of debt and equity contributions to subsidiaries or affiliated companies. Such subsidiaries or affiliated companies may also incur significant debt that could affect the Company’s total consolidated indebtedness. There can be no assurances as to the timing and amount of any returns that the Company may receive on its investments in any new sectors in which the Company enters or attempts to enter. The Company has made and may continue to make certain capital investments, loans, advances and other commitments to support certain of its subsidiaries and joint ventures. These investments and commitments have included capital contributions to enhance the financial condition or liquidity position of the subsidiaries of the Company and joint ventures. If the business and operations of these subsidiaries or joint ventures deteriorate, the Company may be required to write down or write off investments or make further capital injections. Additionally, certain loans or advances may not be repaid or may need to be restructured, or the Company may be required to outlay capital under the Company’s commitments to support such companies.



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Interest Rate Risks: The Company borrows funds in the domestic and international markets from various banks and financial institutions to meet the long-term and short-term funding requirements for its operations and funding its growth initiatives. A majority of the Company’s borrowings are floating rate debt and hence are exposed to interest rate risk on such floating rate debt. Upward fluctuations in interest rates may increase the cost of any floating rate debt that the Company incurs. In addition, the interest rate that the Company will be able to secure in any future debt financing will depend on market conditions at the time, and may differ from the rates on its existing debt. If the interest rates are high when the Company needs to access the markets for additional debt financing, the Company’s results of operations, planned capital expenditures and cash flows may be adversely affected. Leverage Risks: The Company has incurred significant indebtedness in connection with the Company’s operations and has indebtedness that is substantial in relation to the Company’s shareholders’ equity. As of March 31, 2019, the Company’s non-current borrowings amounted to approximately Rs. 1,180.98 billion (March 31, 2018: Rs. 815.96 billion). The Company has also guaranteed certain debt obligations of its subsidiaries, including RSEPL and Recron in connection with certain credit facilities and RHUSA in connection with its outstanding bonds. For more information, see Note 31 to the Annual Financial Statements for FY2019. Furthermore, the Company may incur additional indebtedness in the future, including indebtedness incurred to fund capital contributions to its subsidiaries, subject to limitations imposed by the Company’s financing arrangements and applicable law. Although the Company believes that its current levels of cash flows from operations and working capital borrowings are sufficient to service existing debt, the Company may not be able to generate sufficient cash flow from operations in the future and future working capital borrowings may not be available in an amount sufficient to enable the Company to do so. In addition, certain of the Company’s loan agreements contain covenants including to maintain certain financial ratios. If the Company is in breach of any financial or other covenants contained in any of its financing agreements, it may be required to immediately repay its borrowings either in whole or in part, together with any related costs. The Company may be forced to sell some or all of the assets in its portfolio if it does not have sufficient cash or credit facilities to make repayments. Furthermore, the Company’s financing arrangements may contain cross-default provisions, which could automatically trigger defaults under other financing arrangements, in turn magnifying the effect of an individual default. The Company’s failure to comply with any of the covenants contained in the Company’s financing arrangements could result in a default thereunder, which would permit the acceleration of the maturity of the indebtedness under such agreements and there can be no assurance the Company would be able to refinance in a timely fashion or on acceptable terms, any such defaulted or accelerated debt. Internal Controls over Financial Reporting Risks: The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting for external purposes, including with respect to record keeping and transaction authorization. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of the Company’s financial statements would be prevented or detected. Any failure to maintain an effective system of internal control over financial reporting could limit the Company’s ability to report its financial results accurately and in a timely manner, or to detect and prevent fraud. M & A Integration Risks: The Company has made acquisitions of assets in recent years and continues to evaluate merger and acquisition opportunities as part of its growth strategy and may commit itself to mergers or acquisitions in the future if suitable opportunities arise. These



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may require significant investments, which may not result in favourable returns. Acquisitions involve additional risks, including unforeseen contingent risks or latent liabilities relating to these businesses; integration and management of the operations and systems; retention of select personnel; co-ordination of sales and marketing efforts; and diversion of management’s attention from other ongoing business concerns. If the Company is unable to integrate the operations of an acquired business successfully or manage such future acquisitions profitably, its growth plans may not be met and the Company’s cash generation and profitability may decline. Litigation Risks: The Company may be exposed to the risk of litigation and legal action brought by various government authorities and private parties because of its actions, inactions, products, services or other events. From time to time, the Company may be involved in various disputes and proceedings which may have an adverse impact on its operational and financial performance as well as result in financial liabilities. Personnel Risks: The Company’s ability to operate its business and implement its strategies depends, in part, on the continued contributions of the Company’s executive officers and other key employees. The loss of any of the Company’s key senior executives could have an adverse effect on the Company’s business unless and until a replacement is found. A limited number of persons exist with the requisite experience and skills to serve in the Company’s senior management positions. The Company may not be able to locate or employ qualified executives on acceptable terms. In addition, the Company believes that its future success will depend on its continued ability to attract and retain highly skilled personnel with experience in the key business areas of the Company. Competition for these persons is intense, and the Company may not be able to successfully recruit, train or retain qualified managerial personnel. Exchange Rate Risks: Most of the Company’s revenue and costs are either linked to or denominated in US Dollars. The Company maintains its accounts and reports its financial results in rupees. Further, the Company makes substantial purchases of services and equipment in foreign currencies, and the prices of oil and gas are linked to the international prices of such products, which are traditionally denominated in US Dollars. As such, the Company is exposed to risks relating to exchange rate fluctuations, particularly US Dollars. The Company uses various derivative instruments to manage the risks arising from fluctuations in exchange rates and interest rates. Natural Disaster Risk: The State of Gujarat in India, where the Company’s refinery and petrochemicals complex is located, has experienced severe earthquakes and cyclones in the past. The State of Andhra Pradesh, where the Company’s onshore gas processing and terminal facility is located, and the east coast of India, where the Company’s offshore oil and gas production are located, have experienced severe cyclones, tsunamis and extreme weather conditions in the past. The Company’s operations depend upon its ability to protect its principal production facilities against damage from fire, earthquakes, floods, storms, power loss and similar events and to construct facilities that are not vulnerable to the effects of such events. The occurrence of a natural disaster or other unanticipated problems at its facilities or work sites could cause interruptions in the normal operation of its principal production facilities. Terrorism and Civil Disturbance Risks: India has, from time to time, experienced social and civil unrest within the country and hostilities with neighbouring countries. These hostilities and tensions could lead to political or economic instability in India and a possible adverse effect on the Company’s business and future financial performance. Terrorist attacks and other acts of violence or war may adversely affect global markets and economic growth. These acts may



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also result in a loss of business confidence, make travel and other services more difficult and have other adverse consequences. Natural Calamities and Health Epidemics Risks: India has experienced natural calamities, such as earthquakes, floods and drought, in recent years. Natural calamities could have an adverse impact on the Indian economy which, in turn, could adversely affect the Company’s business, and may damage or destroy the Company’s facilities or other assets. Similarly, global or regional climate change or natural calamities in other countries where the Company operates could affect the economies of those countries. See also “—The impact of the present COVID-19 pandemic on the Company’s business and operations is uncertain and cannot be predicted”. Risks Relating to the Company’s Shale Gas Operations in the United States Risks Related to Shale Gas Investments: The Company has made and may continue to make certain capital investments, loans, advances and other commitments to support RHUSA and its shale gas operations in the United States. If the business and operations of RHUSA deteriorate, the Company may be required to write down or write off investments or make further capital injections, and the Company may not have or be able to obtain the funds for such further capital injections. Additionally, certain loans or advances may not be repaid or may need to be restructured, or the Company may be required to outlay additional capital under the Company’s commitments to support RHUSA. Adverse effects on RHUSA’s business, results of operations or financial condition may have an adverse effect on the Company’s business, cash flows, results of operations or financial condition. Risks of Limited Experience in Shale Gas Operations: Since 2010, the Company, through its subsidiaries, has been a partner in various joint development programs to develop shale plays in the United States. As a participant in each of its joint developments, the Company relies on the operator of the asset to run the operation and has not built organizational capability to become a successful developer itself. The lack of organizational capability to directly develop and operate United States shale plays by exercising its right to become an operator in portions of the joint development acreages may have adverse effect on the Company’s business, results of operations and financial condition. Regulatory Risks: The shale gas assets are subject to various legislative and regulatory provisions. Hydraulic fracturing operations, greenhouse gas mitigation, handling of produced water etc are subjected to multiple regulations and new legislation can bring further restrictions on how such operations are conducted. Such regulations may restrict ability to fully extract hydrocarbon from the ground and/or may increase cost of producing, transporting and selling hydrocarbon. Environmental Risks: The operation of wells and other facilities in the United States is subject to stringent and complex foreign, federal, state and local environmental laws and regulations. There is an inherent risk that the Company’s subsidiaries may incur environmental costs and liabilities due to the nature of its business and the substances handled. RHUSA and its subsidiaries my incur significant costs and liabilities in the future resulting from a failure to comply with new or existing environmental laws and regulations or an accidental release of hazardous substances from its leases and operating wells into the environment. An accidental release from a well in which the company or its subsidiaries have an interest could subject it to substantial liabilities arising from environmental clean-up and restoration costs, claims made by neighbouring landowners and other third parties for personal injury and property and natural resource damage and fines or penalties for violations of environmental laws or regulations. Moreover, the possibility exists that stricter laws, regulations or enforcement policies may be enacted or adopted and could significantly



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increase the Company’s subsidiaries’ compliance costs and the cost of any remediation that may become necessary. The Company’s subsidiaries’ may not be able to recover remediation costs under its insurance policies. Supply and Demand Risks: Production from wells in Shale gas plays are subject to commodity price volatility and demand supply mismatches. Political unrest, supply from new projects, limited takeaway capacity in local markets or lack of local demand in the US markets may lead to lower price realizations. While the Company’s subsidiary continues to take steps to access alternate markets to mitigate this problem, due to the fast pace of growth of the shale gas industry in the United States, it remains susceptible to local supply and demand fluctuations. Capital Risk: RHUSA and its subsidiaries may pursue opportunities for further growth in the shale gas or unconventional energy or any other growth opportunities it identifies. Such acquisition of new assets may be dependent upon RHUSA’s ability to obtain suitable financing. There can be no assurance that such funding will be available and, if such funding is made available, that it will be offered on economic terms. Even if RHUSA succeeds in raising the required resources, such an effort for pursing growth opportunities may materially alter the risk profile of RHUSA and in turn have an adverse effect on its business, cash flows, financial condition and results of operations. Risks Relating to the Company’s subsidiary’s Digital Services Business The Company, through its subsidiary JPL, has built a large digital services business. JPL’s subsidiary, RJIL, has built a next generation all-IP telecommunications network using latest 4G LTE technology. Demand Risks: The level of customer demand for RJIL’s 4G networks and products is uncertain, and customer acceptance of RJIL’s services could be impacted by factors such as the range of services offered, devices and services offered, availability of affordable 4G-compatible devices, service content, footprint and service areas, network quality, customer perceptions, customer care levels and rate plans, service-based differences from competition and by the operational performance, quality, reliability and coverage of RJIL’s networks as well as macro-economic factors. Technology Risks: RJIL has expended significant resources and made substantial investments to deploy its 4G LTE network, however there may be certain technological developments which may require additional investment into the network. Other evolving technologies may have advantages over RJIL’s current or planned technology, and operators of other networks based on those competing technologies may be able to deploy alternative technologies at a lower cost and more quickly than the cost and speed with which RJIL rolls out its LTE network, which may allow those operators to compete more effectively or may require RJIL to deploy more advanced technologies. Complexities associated with deploying this technology, infrastructure and personnel at scale present substantial risk to RJIL’s business. The network, personnel and infrastructure RJIL relies upon to provide LTE services may not perform as expected, and, therefore, RJIL may not be able to deliver the quality or types of services it expects to provide. Any resulting customer dissatisfaction could affect RJIL’s ability to attract and retain subscribers and have an adverse effect on RJIL’s results of operations and growth prospects. In addition, the continuing level of customer demand for RJIL’s 4G networks and products is uncertain, and customer acceptance of JPL’s digital services could be impacted by factors such as the range of services offered, devices and services offered, the availability of affordable 4G-compatible devices, service content, footprint and service areas, network



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quality, customer perceptions, customer care levels and rate plans, service-based differences from competition and by the operational performance, quality, reliability and coverage of RJIL’s networks, as well as macro-economic factors. Regulatory Risks: The Department of Telecommunications (“DOT”) and the Telecom Regulatory Authority of India (“TRAI”) regulate many aspects of the digital services industry in India. The extensive regulatory structure under which RJIL operates may constrain RJIL’s flexibility to respond to market conditions, technological developments, competition or changes in its cost structure. In addition, RJIL is required to maintain a wide variety of approvals from various regulatory bodies. RJIL cannot guarantee that these approvals will be forthcoming or renewed on a timely basis, or at all. The GoI, the DOT or TRAI may replace or amend laws, regulations or policies, including guidelines for licensing, spectrum allocation, quality of service, tariffs, interconnect charges and pricing rules among others. TRAI may disallow certain tariff plans of RJIL which may impact RJIL’s ability to achieve its planned revenues. Regulation of the over-the-top applications and net neutrality related regulation may affect JPL’s business and operations. JPL and RJIL may also incur additional expenditure to comply with changes in regulation. DOT may amend the License Fee or the Spectrum Usage Charges payable by RJIL, which may have an adverse financial impact on RJIL. RJIL right to use spectrum is limited in time and will be subject to satisfying renewal requirements from time to time. The renewal of RJIL’s licenses is also subject to specified terms and conditions, and RJIL could be charged substantial fees, which could have an adverse effect on RJIL’s business. RJIL may also incur capital expenditure to comply with and benefit from anticipated changes in regulation, which may be delayed, not implemented or implemented on terms unfavourable to RJIL. RJIL has acquired right to use spectrum in the spectrum auctions conducted by DOT from time to time as well as through trading of spectrum from other operators. It is possible that future auctions may have simpler rules or the auction determined prices may be significantly below the prices at which RJIL has acquired its spectrum. It is further possible that DOT may impose charges with respect to prior period use of traded spectrum (prior to RJIL’s acquisition of right to use such spectrum) that are not known today. Other telecom companies may therefore be able to acquire spectrum at cheaper prices, thereby reducing their costs and enabling them to compete through tariff reductions. COVID-19: In India, the Government announced a 21-day country-wide lockdown starting on March 25, 2020 and there can be no assurance that this lockdown will not be extended further on one or more occasions. Business of JPL and RJIL may get impacted adversely during the lockdown period as customers may not be able to do recharges on a timely basis, ability to provide new connections may get restricted as well as roll-out of infrastructure and fibre-based services would get impacted. There may be impact on the network and services of RJIL and JPL as it may not be possible to maintain the network at all times during the lockdown. License Risks: RJIL’s licenses reserve broad discretion to the Government of India (“GoI”) to influence the conduct of RJIL’s businesses by giving the GoI the right to modify, at any time, the terms and conditions of RJIL’s licenses, take over RJIL’s networks and to terminate or suspend RJIL’s licenses in the interests of national security or in the event of a national emergency, war or similar situations. Under RJIL’s licenses, the GoI may also impose certain penalties including suspension, revocation or termination of a license in the event of a default by RJIL in complying with the terms and conditions of the license. Financing Risks: RJIL may incur additional indebtedness in the future, subject to limitations imposed by RJIL’s financing arrangements and applicable law, as a substantial amount of capital is required to maintain and operate RJIL’s digital services, enterprise and 4G LTE networks. RJIL also requires a significant amount of capital to further develop, market and



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distribute its services and products, to develop and implement new technologies, to acquire and invest in new businesses, to acquire spectrum rights or in case of operational losses. The actual amount and timing of future capital requirements may differ from estimates for reasons such as unforeseen delays or cost overruns in establishing, expanding or upgrading RJIL’s networks, unanticipated expenses and responding to regulatory changes and engineering, design and technological changes, among other things. To the extent that RJIL’s capital requirements exceed available resources, RJIL will be required to seek additional debt or equity financing, which may not be available on attractive terms or at all. GoI Approvals: The deployment of RJIL’s networks requires various approvals from central, state and local government and regulatory authorities. These approvals include building, construction and environmental approvals, right of way approvals, antenna and mast deployment approvals and other planning permissions. RJIL may experience difficulties in obtaining or maintaining these approvals. This may force RJIL to seek alternative cell sites or incur considerable effort and expense where a suitable alternative cell site is not available. Further, some of RJIL’s interconnect agreements may be terminated in the event of termination or non-renewal of such licenses and approvals. Further, RJIL is required to comply with various environmental laws and regulations. These laws can impose liability for non-compliance and may in the future give rise to substantial environmental compliance or remediation liabilities and costs. RJIL may also be sued by third parties for damages and costs resulting from health hazards emanating from its properties. Delay or non-receipt of approvals may impact the ability of RJIL to provide desired services. Competition Risks: The Indian telecommunication industry for broadband internet and mobile and digital services is highly competitive. Competition in the Indian telecommunications industry is high, with the deregulation resulting in significant consolidation within the industry, and RJIL expects the level and intensity of competition to continue to increase from both existing competitors and new market entrants (both foreign and domestic). Additionally, due to advances in technology, influx of new market entrants and strategic alliances and cooperative relationships among industry participants, RJIL, along with its competitors, may be subject to competition from providers of new telecommunication services. Increased competition may affect RJIL’s subscriber growth and profitability by causing both a decrease in tariff rate and average revenue per user as well as an increase in customer churn and selling and promotional expenses. There is a lot of competition in the digital services industry as well. There are competing products and platforms for several of JPL’s applications and services, which may result in the applications and services offered by JPL not becoming popular, or losing market share to rival platforms. This may delay the revenue generation opportunity for JPL. IT systems, networks and associated infrastructure: JPL and RJIL face a variety of hazards that could cause significant interruptions to the delivery of services. These include component failure, physical attack, theft of fibre or cable and equipment, fire, explosion, flood, power failure, overheating or extreme cold, problems encountered during upgrades and major changes, leakage of customer data, and the failure of key suppliers. A cyber-security incident or logical attack could also trigger service interruption. A breach of security, or compromise of data or resilience affecting operations, or those of the customers, could lead to an extended interruption to services. The impact of such a failure could include immediate financial losses due to fraud and theft, termination of contracts, immediate loss of revenue where orders and invoices cannot be processed, contractual penalties, lost productivity and unplanned costs of restoration and improvement. Additionally, reputational damage may arise, undermining market confidence and jeopardizing future revenues.



137

Supplier Risks: JPL and RJIL are committed to ensuring that all dealings with suppliers, from selection and consultation through to contracting and payment, are conducted in accordance with their code of conduct and ethical policies. The failure of one of these suppliers to meet its obligations could cause significant harm to the business of JPL and RJIL. The companies try to evaluate and respond to any associated risks where geo-political and market forces could impact their suppliers’ ability to support. While the size of the impact from a supplier failure can vary, all supplier failures typically result in an increased cost to business and have the potential to adversely impact customer service and brand. Litigation Risks: RJIL is exposed to various litigations on matters ranging from tariff plans, interconnect usage charges, AGR computation, construction related activities and other matters. Final pronouncements in some of these matters may have adverse implications for RJIL. These matters may also result in additional legal expenses that RJIL may not have provided for. Perception of EMF Risks: Concerns have been raised regarding the possible health risks linked to exposure to electromagnetic fields (EMF) from telecommunications equipment, with some consumers filing litigations and matters pending in courts. Although the health authorities have until now found no health risks below the limits recommended by the specialist international committees, RJIL cannot predict the conclusions of future scientific research or studies by international organizations and scientific committees or the view taken by courts. If, as a result of perceived or actual health risks or other problems relating to EMFs, customers limit or cease their usage of wireless handsets and other transmission infrastructure or lead to increased regulation of the industry, it could have a material adverse effect on RJIL’s business, results of operations and financial condition. Internal Controls over Financial Reporting Risks: JPL’s and RJIL’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting for external purposes, including with respect to record keeping and transaction authorization. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of JPL’s or RJIL’s financial statements would be prevented or detected. Any failure to maintain an effective system of internal control over financial reporting could limit the Company’s ability to report its financial results accurately and in a timely manner, or to detect and prevent fraud. Personnel Risks: JPL’s and RJIL’s ability to operate its business and implement its strategies depends, in part, on the continued contributions of the Company’s executive officers and other key employees. The loss of any of the Company’s key senior executives could have an adverse effect on JPL’s and RJIL’s business unless and until a replacement is found. A limited number of persons exist with the requisite experience and skills to serve in senior management positions. JPL and RJIL may not be able to locate or employ qualified executives on acceptable terms. In addition, JPL and RJIL believe that their future success will depend on continued ability to attract and retain highly skilled personnel with experience in the key business areas. Competition for these persons is intense, and JPL and RJIL may not be able to successfully recruit, train or retain qualified managerial personnel. Exchange Rate Risks: RJIL makes substantial purchases of equipment in foreign currencies. RJIL maintains its accounts and reports its financial results in rupees. As such, RJIL is exposed to risks relating to exchange rate fluctuations. M & A Integration Risks: JPL has made acquisition of full or part stake in certain digital services companies in recent years and continues to evaluate merger and acquisition opportunities as part of its growth strategy and may commit itself to mergers or acquisitions



138

in the future if suitable opportunities arise. These may require significant investments, which may not result in favourable returns. Acquisitions involve additional risks, including unforeseen contingent risks or latent liabilities relating to these businesses; integration and management of the operations and systems; retention of select personnel; co-ordination of sales and marketing efforts; and diversion of management’s attention from other ongoing business concerns. If the Company is unable to integrate the operations of an acquired business successfully or manage such future acquisitions profitably, its growth plans may not be met and the Company’s cash generation and profitability may decline. Risks relating to the Debentures/ Issue The Debentures may not be a suitable investment for all purchasers. Potential Investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk, that they have sufficient knowledge, experience and access to professional advisers to make their own legal, tax, accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition. The interest amount on Floating Rate Debentures shall vary based on the changes and movement in Repo Rates as announced by RBI from time to time and accordingly it may be different for each year. Any downgrading in credit rating of the Debentures may affect the value of the Debentures. The Debentures proposed to be issued pursuant to this Disclosure Document have been rated “CRISIL AAA/Stable” by CRISIL and “CARE AAA/Stable by CARE”. The Issuer cannot guarantee that the ratings of the Debentures will not be downgraded. A downgrade in the credit ratings may lower the value of the Debentures. The right of the holders of the Debentures to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law in case of an insolvency of the Issuer. The Debentures will be subordinated to certain liabilities preferred by law such as claims of the Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuer’s business (including workmen’s dues). Upon an order for winding-up or liquidation in India, the assets of a company are vested in a liquidator who has wide powers to liquidate such company, sell its assets and distribute the net sale proceeds (after meeting liquidator’s expenses) in accordance with the provisions of the applicable laws. Uncertain trading market The Issuer intends to list the Debentures on the WDM segment of BSE and NTRP under new debt market of NSE and such other recognised stock exchanges that the Issuer may deem fit after giving prior notice to the Debenture Trustee. The Issuer cannot provide any guarantee that the Debentures will be frequently traded on the BSE or NSE and that there would be any active market for secondary trade in the Debentures. You may not be able to recover, on a timely basis or at all, full value of the outstanding amounts of and/ or the interest accrued on the Debentures. The Issuer’s ability to pay interest accrued on the Debentures and/ or the outstanding principal amount of the Debentures would be subject to various factors, including its financial condition, profitability and the general economic conditions in India. The Issuer cannot assure you that



139

it would be able to repay the outstanding principal amount of the Debentures or the interest accrued thereon in a timely manner or at all. Delays in court proceedings in India. If any dispute arises between the Issuer and any other party, the Issuer or such other party may need to take recourse to judicial proceedings before courts in India. It is not unusual for court proceedings in India to continue for extended periods. Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication. Potential investors of the Debentures should be aware that they may be required to pay taxes in accordance with the laws and practices of India. Payment of any amount due in respect of the Debentures may be subject to taxes. Potential investors who are in any doubt as to their tax position should consult their own independent tax advisers. In addition, potential investors should be aware that tax regulations and their application by the relevant taxation authorities may change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any given time. The Issuer is not required to maintain a Debenture Redemption Reserve (“DRR”) Pursuant to a notification dated August 16, 2019 issued by Ministry of Corporate Affairs, Govt. of India, amending Section 71 of the Companies Act, 2013 and Rule 18 (7) of the Companies (Share Capital and Debentures) Rules, 2014, the Issuer is not required to maintain DRR for the Debentures as they are issued through a private placement. Hence, investors shall not have the benefit of reserve funds to cover the repayment of the principal and payment of interest on the Debentures.

ANNEXURE D

THE NUMBER OF PERSONS TO WHOM ON A PREFERENTIAL BASIS/ PRIVATE PLACEMENT/ RIGHTS ISSUE HAS ALREADY BEEN MADE DURING THE YEAR, IN

TERMS OF THE NUMBER OF SECURITIES AS WELL AS THE PRICE

Sl. No.

Nature of Security Series Number of Allottees

No. of securities issued

Face Value per security

(Rs. in Lakhs)

Issue Price per security (Rs. in Lakhs)

NIL



140

ANNEXURE E

PRE-ISSUE AND POST-ISSUE SHAREHOLDING PATTERN OF THE COMPANY

Sl. No

Category

Pre Issue Post Issue

No of shares held

% of Shareholding

No of shares

held

% of Shareholding

A Promoter and Promoter Group Holding

1 Indian

Individual 4 23 45 292 0.67 4 23 45 292

0.67

Bodies corporate 281 47 97 670 44.40 281 47 97 670

44.40

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

24 09 42 006 3.80 24 09 42 006

3.80

Sub-total 309 80 84 968 48.87 309 80 84 968

48.87

2 Foreign promoters 0 0.00 0 0.00

Sub-total (A) 309 80 84 968 48.87 309 80 84 968

48.87

B Non-promoters’ holding

1 Institutional Investors 238 28 92 900 37.59 238 28 92 900

37.59

2 Non-institutional investors

Private Corporate bodies

5 91 31 137 0.93 5 91 31 137

0.93

Directors and relatives *

1 05 68 996 0.17 1 05 68 996

0.17

Indian public 53 94 00 837 8.51 53 94 00 837

8.51

Others (including non-resident Indians) #

24 91 24 692 3.93 24 91 24 692

3.93

Sub-total (B) 324 11 18 562 51.13 324 11 18 562

51.13

GRAND TOTAL (A+B)

633 92 03 530 100.00 633 92 03 530

100.00

* Excludes Shri Mukesh D. Ambani and his relatives as given below, and the same has been included under promoter and promoter group holding

(i) Mukesh D. Ambani

(ii) Nita M. Ambani

(iii) Isha M. Ambani



141

Sl. No

Category

Pre Issue Post Issue

No of shares held

% of Shareholding

No of shares

held

% of Shareholding

(iv) Akash M. Ambani

(v) Anant M. Ambani

(vi) K D Ambani

# Includes GDR, OCBs & Foreign Nationals

ANNEXURE F

REMUNERATION OF DIRECTORS DURING THE CURRENT YEAR AND THE LAST THREE FINANCIAL YEARS

Remuneration to Executive Directors:

(Rs. in Crore)

Name of Director FY 2019-20* FY 2018-19**

FY 2017-18**

FY 2016-17**

1. Shri Mukesh D. Ambani 5.47 15.00 15.00 15.00

2. Shri Nikhil R. Meswani 6.72 20.57 19.99 80.76

3. Shri Hital R Meswani 6.72 20.57 19.99 80.76

4. Shri P.M.S. Prasad 5.91 10.01 8.99 53.72

5. Shri Pawan Kumar Kapil 2.12 4.17 3.47 3.54

Note: * Does not include Commission / Performance Linked Incentive ** Excepting for Sh. Mukesh D. Ambani, the remuneration includes value of stock options exercised during the year as per income tax rules. Whereas as per accounting rules, the charge on account of stock options is recognised over vesting period. Remuneration to Non-Executive Directors (in nature of sitting fees and commission):

(Rs. in Crore)

Name of Director FY 2019-20* Year

FY 2018-19

FY 2017-18

FY 2016-17

1. Shri Mansingh L. Bhakta (ceased to

be a Director w.e.f. 12.08.2019)

0.02 1.74 1.59 1.44

2. Dr. Yogendra P. Trivedi 0.33 2.01 1.83 1.66

3. Dr. Dharam Vir Kapur (ceased

to be a Director w.e.f. 21.07.2017)

N.A. N.A. 0.54 1.59

4. Prof. Ashok Misra (ceased to be a

Director w.e.f. 17.10.2018)

N.A. 1.02 1.66 1.49

5. Prof Dipak C. Jain 0.09 1.75 1.59 1.44

6. Dr. Raghunath A. Mashelkar 0.31 1.99 1.80 1.57

7. Shri Adil Zainulbhai 0.29 1.95 1.79 1.61

8. Smt. Nita M. Ambani 0.07 1.72 1.56 1.39

9. Shri Raminder Singh Gujral 0.25 1.93 1.72 1.52

10. Dr. Shumeet Banerji (Appointed as

a Director w.e.f. 21.07.2017)

0.17 1.84 1.13 N.A.



142

11. Smt. Arundhati Bhattacharya

(Appointed as a Director w.e.f.

17.10.2018)

0.17 0.82 N.A. N.A.

12. Shri K. V. Chowdary (Appointed as

an Additional Director w.e.f.

18.10.2019)

0.14 N.A. N.A. N.A.

* Represents sitting fees paid during the year.



143

ANNEXURE G

RELATED PARTY TRANSACTION ENTERED DURING THE LAST THREE FINANCIAL YEARS IMMEDIATELY PRECEDING THE YEAR OF ISSUE OF THIS DISCLOSURE DOCUMENT INCLUDING WITH REGARD TO LOANS MADE OR,

GUARANTEES GIVEN OR SECURITY PROVIDED

(Rs. in Crore)

Particulars Relationship FY 2018-19

FY 2017-18

FY 2016-17

Purchase of Property, Plant and Equipment and Intangible Assets

Affinity Names Inc. Subsidiary

2

-

-

Gujarat Chemical Port Terminal Company Limited Associate

1

8

4

Jamnagar Utilities & Power Private Limited (Reliance Utilities and Power Private Limited) Associate

15

110

191

Recron (Malaysia) Sdn. Bhd. Subsidiary

-

-

52

Reliance Corporate IT Park Limited Subsidiary

1,584

1,334

1,753

Reliance Eminent Trading & Commercial Private Limited Subsidiary

-

-

96

Reliance Industrial Infrastructure Limited Associate

14

1

-

Reliance Petro Marketing Limited Subsidiary

-

2

6

Reliance Retail Limited Subsidiary

13

30

33

Reliance Sibur Elastomers Private Limited Subsidiary

1

1

-

Sikka Ports and Terminals Limited ( Formerly Reliance Ports And Terminals Ltd) Associate

183

7

36

Purchase / Subscription of Investments

Indiavidual Learning Private Limited^ Subsidiary

327

-

-

Jio Payments Bank Limited Joint Venture

70

-

92

Radysis Corporation^ Subsidiary

539

-

-

Reliance Content Distribution Limited Subsidiary

6,891

-

-

Reliance Ambit Traders Private Limited Subsidiary

-

-

4

Reliance Eminent Trading & Commercial Private Limited Subsidiary

-

-

21

Reliance Energy Generation and Distribution Limited Subsidiary

2

-

10,499

Reliance Ethane Holding Pte. Limited Subsidiary

-

-

239

Reliance Gas Pipelines Limited Subsidiary

-

-

591



144


FY 2017-18

FY 2016-17

Reliance Global Energy Services Limited Subsidiary

23

-

-

Reliance Industrial Investments and Holdings Limited Subsidiary

19,238

644

20,497

Reliance Industries (Middle East) DMCC Subsidiary

5

-

498

Reliance Industries Uruguay Petroquímica S.A.((Formerly Dreketi S.A.) Subsidiary

1

-

-

Reliance Jio Infocomm Limited# Subsidiary

-

31,340

33,660

Reliance Jio Messaging Services Private Limited Subsidiary

-

-

23

Reliance Progressive Traders Private Limited Subsidiary

-

-

11

Reliance Prolific Commercial Private Limited Subsidiary

-

-

3

Reliance Prolific Traders Private Limited Subsidiary

-

1,296

58

Reliance Retail Ventures Limited Subsidiary

650

1,000

-


75

693

133

Reliance Strategic Investments Limited Subsidiary

-

-

160

Reliance Universal Traders Private Limited Subsidiary

-

-

171

Reliance Ventures Limited Subsidiary

-

-

524

Rutvi Project Managers Private Limited^ Joint Venture

1

-

-

Saavn Media Private Limited^ Subsidiary

5,429

-

-

Sale / Redemption of Investments

East West Pipeline Limited (Formerly Reliance Gas Transportation Limited)* Associate

3,768

-

-


-

-

3,263


-

-

404


-

-

368


-

-

19,271


-

-

1,566


65,000

-

-

Reliance Jio Messaging Services Limited Subsidiary

97

-

-



145


FY 2017-18

FY 2016-17

Reliance Progressive Traders Private Limited Subsidiary

-

-

71


-

-

1,416

Reliance Universal Traders Private Limited Subsidiary

-

-

103

Net Loans and Advances, Deposits Given / (Returned)


25

10

9

Reliance Commercial Dealers Limited Subsidiary

-

64

-


12,812

2,164

2,698


242

-

-

Reliance Ethane Holding Pte Limited Subsidiary

-

3

3

Reliance Europe Limited Associate

-

-

3


150

-

-


2,238

4,092

1,362


-5

5

-482


1

1

-


9,195

-

-


-

34

34


-

1,296

1,296


584

89

1,465


1,173

1,040

5

Revenue from Operations


33

35

31

Gapco Kenya Limited^^ Subsidiary

-

-

1,522


1

2

1


278

200

285


1,614

882

404



146


FY 2017-18

FY 2016-17


12

14

13


165

39

2


1

-

-


1,412

649

5

Reliance Global Energy Services (Singapore) Pte. Ltd. Subsidiary

10,984

5,852

2,748


-

1

2


1,192

1,243

828


1,743

-

-


166

20

528


13,098

9,978

6,399


34

20

13


214

275

229

RIL USA, Inc. Subsidiary

809

1,067

2,276


19

1

15

Other Income


229

218

204

Ethane Crystal LLC Subsidiary

1

-

-

Ethane Emerald LLC Subsidiary

1

-

-

Ethane Opal LLC Subsidiary

1

-

-

Ethane Pearl LLC Subsidiary

1

-

-

Ethane Sapphire LLC Subsidiary

1

-

-

Ethane Topaz LLC Subsidiary

1

-

-

Gapco Kenya Limited ^^ Subsidiary

-

-

2

Gapco Tanzania Limited ^^ Subsidiary

-

-

3

Gapco Uganda Limited ^^ Subsidiary

-

-

1



147


FY 2017-18

FY 2016-17

Greycells18 Media Limited Subsidiary

1

-

-


-

10

6


-

3

3

Jio Information Solutions Limited Subsidiary

-

13

-

Network18 Media & Investments Limited Subsidiary

1

-

-


7

7

7

Reliance Brands Limited Subsidiary

3

-

-


-

1

-


473

257

327


15

15

17


7

1

-


2

7

13

Reliance Holding USA, Inc. Subsidiary

215

191

213


2

2

-


1,102

902

663


-

-

1


246

27

47


-

3

1

Reliance Lifestyle Holdings Limited Subsidiary

2

-

-


-

37

-


6

11

19


244

71

267


85

54

16


5

3

6


-

1

1



148


FY 2017-18

FY 2016-17

Sale of Businesses (Through Slump Sale)


77

-

-

Sale of Property, Plant and Equipment


1

-

-


22

-

-

Purchases of Goods / Services


160

109

90

IndiaCast Media Distribution Private Limited Subsidiary

11

-

-


6

1

4


-

-

1

Reliance Commercial Land & Infrastructure Limited Subsidiary

-

-

20


1,453

1,060

-


2

-

-


21

21

13


20,134

8,838

3,023


1

-

-


21

-

-


1,259

589

623

Electric Power, Fuel and Water


5,140

4,656

2,484

Hire Charges


759

475

203


-

-

2


399

-

-


23

40

45


1

- -



149


FY 2017-18

FY 2016-17


87

334

387

Employee Benefits Expense

IPCL employees Provident fund Trust Other**

109

110

103

Reliance Employees Provident Fund Bombay Other**

314

287

222

Reliance Industries Limited Vadodara Unit Employees superannuation Fund Other**

1

2

2

Reliance Industries Ltd. Employees Gratuity fund Other**

63

16

-

Reliance Industries Ltd. Staff superannuation scheme Other

11

11

10


887

835

253


28

15

19

Payment To Key Managerial Personnel / Relative

Shri Mukesh D. Ambani KMP

15

15

15

Shri Nikhil R. Meswani KMP

21

20

17

Shri Hital R. Meswani KMP

21

20

17

Shri PMS Prasad KMP

10

9

7

Shri P. K. Kapil KMP

4

3

3

Shri Alok Agarwal KMP

12

12

12

Shri Srikanth Venkatachari KMP

14

13

11

Shri K. Sethuraman KMP

2

3

2

Smt. Savithri Parekh*** KMP

-

-

-

Smt Nita M. Ambani Relative of KMP

2

2

1

Sales and Distribution Expenses


63

86

52


-

-

26

Reliance Payment Solutions Limited Subsidiary

1

-

-


1

-

1



150


FY 2017-18

FY 2016-17


2,003

2,499

2,567

Rent


10

11

14

Professional Fees

Indiawin Sports Private Limited Subsidiary

-

-

26


251

300

1,364


26

35

30


7

7

5


1

1

1


2

-

-


2

-

-

Reliance Payment Solutions Limited Subsidiary

3

-

-

General Expenses

Indiawin Sports Private Limited Subsidiary

-

-

7


429

659

485


36

14

-


66

74

36


13

12

5

Donations

Hirachand Govardhandas Ambani Public Charitable Trust Other

5

2

2

Jamnaben Hirachand Ambani Foundation Other

40

6

19

Reliance Foundation Other

289

672

561

Reliance Foundation Institution of Education and Research Other

476

1

-

Reliance Foundation Youth Sports Other

41

38

22

Loans and Advances as on Balance Sheet


5,867

3,299

1,135



151


FY 2017-18

FY 2016-17


242

-

-


-

3


150

-

-


14,941

12,703

8,611


-

5

-


-

1

-


9,194

-

-

Reliance Jio Messaging Services Private Limited Subsidiary

-

-

35


-

-

1,296


2,322

1,737

1,826


2,312

1,140

100

Deposits as On Balance Sheet


112

137

147


118

118

118


240

239

175


10,244

-

-


1

-

-


353

353

353

Financial Guarantees as on Balance Sheet


1,127

-

-


1,419

1,522

1,532

Reliance Exploration & Production DMCC Subsidiary

346

-

-


-

184

195

Reliance Global Energy Services Limited Subsidiary

6

5

5

Reliance Holding USA, Inc. Subsidiary

20,747

19,553

19,455



152


FY 2017-18

FY 2016-17


531

1,535

1,583


59,036

26,504

19,719


2,282

847

422


433

478

336 Notes ^ Relationship established during the year 2018-19 * Investment in Preference shares of East West Pipeline Private Limited sold to Jamnagar Utilities & Power Private Limited and Sikka Ports & Terminals Limited # The Company had Investment of Rs 65,000 crore in preference shares of Reliance Jio Infocomm Limited (RJIL) which, during the year, converted into Loan given to RJIL. Subsequently, loan amounting Rs. 57,178 crore was settled by issue of 9% Non-convertible debentures by Jio Digital Fibre Private Limited and Reliance Jio Infratel Private Limited amounting Rs. 45,342 crore and Rs 11,836 crore respectively consequent to a composite scheme of arrangement **Also include employee contribution *** Appointed w.e.f. 29.03.2019 ^^ These Companies are not related parties for FY 2017-18 and FY 2018-19



153

ANNEXURE H

DETAILS OF EXISTING SHARE CAPITAL OF THE COMPANY

Equity Share Capital (Paid in capital) history as on last quarter end December 31, 2019

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

3,23,50,69,941 32,35,06,99,410 4,80,54,20,80,949 Opening

Balance

02-Jan-15 2,91,285 10 642.00 Cash ESOS 3,23,53,61,226 32,35,36,12,260 4,80,72,61,73,069

Allotment

of equity

shares for

cash

pursuant

to

Employee

s' Stock

Option

Scheme -

2006

(ESOS)

22-Jan-15 1,58,486 10 642.00 Cash ESOS 3,23,55,19,712 32,35,51,97,120 4,80,82,63,36,221

23-Feb-15 1,69,053 10 642.00 Cash ESOS 3,23,56,88,765 32,35,68,87,650 4,80,93,31,77,717

01-Apr-15 2,66,742 10 642.00 Cash ESOS 3,23,59,55,507 32,35,95,55,070 4,81,10,17,58,661

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

16-Apr-15 1,42,599 10 642.00 Cash ESOS 3,23,60,98,306 32,36,09,83,060 4,81,19,20,08,129

25-May-15 3,40,942 10 642.00 Cash ESOS 3,23,64,39,248 32,36,43,92,480 4,81,40,74,83,473

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

03-Jul-15 12,53,677 10 642.00 Cash ESOS 3,23,76,93,225 32,37,69,32,250 4,82,19,99,97,687

22-Jul-15 4,54,858 10 642.00 Cash ESOS 3,23,81,48,083 32,38,14,80,830 4,82,48,74,67,943

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

22-Aug-15 2,79,317 10 642.00 Cash ESOS 3,23,84,28,600 32,38,42,86,000 4,82,66,47,57,687

01-Oct-15 4,00,129 10 642.00 Cash ESOS 3,23,88,28,729 32,38,82,87,290 4,82,91,76,39,215

23-Oct-15 100 10 842.00 Cash ESOS 3,23,88,28,829 32,38,82,88,290 4,82,91,77,22,415



154

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

23-Oct-15 2,30,912 10 642.00 Cash ESOS 3,23,90,59,741 32,39,05,97,410 4,83,06,36,58,799

23-Nov-15 900 10 842.00 Cash ESOS 3,23,90,60,641 32,39,06,06,410 4,83,06,44,07,599

23-Nov-15 1,51,694 10 642.00 Cash ESOS 3,23,92,12,335 32,39,21,23,350 4,83,16,02,78,207

01-Jan-16 800 10 842.00 Cash ESOS 3,23,92,13,135 32,39,21,31,350 4,83,16,09,43,807

01-Jan-16 1,89,158 10 642.00 Cash ESOS 3,23,94,02,293 32,39,40,22,930 4,83,28,04,91,663

22-Jan-16 1,700 10 842.00 Cash ESOS 3,23,94,03,993 32,39,40,39,930 4,83,28,19,06,063

22-Jan-16 2,39,392 10 642.00 Cash ESOS 3,23,96,43,385 32,39,64,33,850 4,83,43,32,01,807

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

22-Feb-16 600 10 842.00 Cash ESOS 3,23,96,44,185 32,39,64,41,850 4,83,43,38,27,907

22-Feb-16 4,70,373 10 642.00 Cash ESOS 3,24,01,14,558 32,40,11,45,580 4,83,73,11,03,643

15-Mar-16 2,61,763 10 642.00 Cash ESOS 3,24,03,76,321 32,40,37,63,210 4,83,89,65,37,859

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

22-Apr-16 9,09,814 10 642.00 Cash ESOS 3,24,12,86,235 32,41,28,62,350 4,84,47,16,03,757

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

23-May-16 11,59,334 10 642.00 Cash ESOS 3,24,24,45,749 32,42,44,57,490 4,85,20,44,17,055

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

01-Jul-16 2,66,788 10 642.00 Cash ESOS 3,24,27,13,017 32,42,71,30,170 4,85,37,33,31,631



155

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

22-Jul-16 2,38,491 10 642.00 Cash ESOS 3,24,29,51,508 32,42,95,15,080 4,85,52,40,57,943

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

22-Aug-16 1,53,697 10 642.00 Cash ESOS 3,24,31,05,885 32,43,10,58,850 4,85,62,16,25,907

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

01-Oct-16 500 10 842.00 Cash ESOS 3,24,31,06,585 32,43,10,65,850 4,85,62,21,68,807

01-Oct-16 1,42,026 10 642.00 Cash ESOS 3,24,32,48,611 32,43,24,86,110 4,85,71,19,29,239

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

22-Oct-16 1,27,118 10 642.00 Cash ESOS 3,24,33,76,169 32,43,37,61,690 4,85,79,25,46,995

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

22-Nov-16 200 10 842.00 Cash ESOS 3,24,33,76,519 32,43,37,65,190 4,85,79,28,08,570

22-Nov-16 2,17,191 10 642.00 Cash ESOS 3,24,35,93,710 32,43,59,37,100 4,85,93,00,73,282

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

02-Jan-17 2,28,891 10 642.00 Cash ESOS 3,24,38,22,801 32,43,82,28,010 4,86,07,48,59,294

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

23-Jan-17 38,733 10 642.00 Cash ESOS 3,24,38,62,174 32,43,86,21,740 4,86,09,97,44,630

22-Feb-17 1,20,032 10 642.00 Cash ESOS 3,24,39,82,206 32,43,98,22,060 4,86,17,56,04,854

22-Mar-17 72,95,894 10 642.00 Cash ESOS 3,25,12,78,100 32,51,27,81,000 4,90,78,66,09,862



156

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

03-Apr-17 55,970 10 642.00 Cash ESOS 3,25,13,34,070 32,51,33,40,700 4,90,82,19,82,902

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

24-Apr-17 1,01,552 10 642.00 Cash ESOS 3,25,14,35,702 32,51,43,57,020 4,90,88,62,14,526

22-May-17 1,30,051 10 642.00 Cash ESOS 3,25,15,65,753 32,51,56,57,530 4,90,96,84,06,758

03-Jul-17 1,71,547 10 642.00 Cash ESOS 3,25,17,37,300 32,51,73,73,000 4,91,07,68,24,462

24-Jul-17 1,64,074 10 642.00 Cash ESOS 3,25,19,01,374 32,51,90,13,740 4,91,18,05,19,230

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

01-Sep-17 3,06,775 10 642.00 Cash ESOS 3,25,22,09,129 32,52,20,91,290 4,91,37,50,22,840

01-Sep-17 7,929 10 837.00 Cash ESOS 3,25,22,17,058 32,52,21,70,580 4,91,38,16,59,413

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

,238 10 -

Bonus

Issue

Bonus

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

Bonus

Issue

03-Oct-17 2,06,422 10 321.00 Cash ESOS 6,33,27,57,718 63,32,75,77,180 4,61,11,97,55,941

Allotment

of equity

shares for

cash

pursuant

to

Employee

s' Stock

Option

Scheme -

2006

(ESOS)

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

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

23-Oct-17 2,76,707 10 321.00 Cash ESOS 6,33,30,65,425 63.33.06.54.250 4,61,21,72,99,068

22-Nov-17 3,81,898 10 321.00 Cash ESOS 6,33,34,47,323 63,33,44,73,230 4,61,33,60,69,346

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

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



157

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

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

02-Jan-18 4,15,531 10 321.00 Cash ESOS 6,33,39,19,050 63,33,91,90,500 4,61,49,85,79,514

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

22-Jan-18 2,10,077 10 321.00 Cash ESOS 6,33,41,29,627 63,34,12,96,270 4,61,56,40,69,586

22-Jan-18 400 10 322.25 Cash ESOS 6,33,41,30,027 63,34,13,00,270 4,61,56,41,94,486

22-Feb-18 4,93,303 10 321.00 Cash ESOS 6,33,46,23,330 63,34,62,33,300 4,61,71,76,11,719

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

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

22-Feb-18 14,812 10 430.00 Cash ESOS 6,33,46,51,022 63,34,65,10,220 4,61,73,77,93,526

02-Apr-18 4,29,490 10 321.00 Cash ESOS 6,33,50,80,512 63,35,08,05,120 4,61,87,13,64,916

02-Apr-18 29,624 10 430.00 Cash ESOS 6,33,51,10,136 63,35,11,01,360 4,61,88,38,06,996

24-Apr-18 3,62,343 10 321.00 Cash ESOS 6,33,54,72,479 63,35,47,24,790 4,61,99,64,95,669

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

22-May-18 3,77,861 10 321.00 Cash ESOS 6,33,58,50,820 63,35,85,08,200 4,62,11,41,60,320

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

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

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



158

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

22-Jun-18 4,97,962 10 321.00 Cash ESOS 6,33,63,76,658 63,36,37,66,580 4,62,28,17,34,500

22-Jun-18 14,812 10 430.00 Cash ESOS 6,33,63,91,470 63,36,39,14,700 4,62,28,79,55,540

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

02-Jul-18 1,09,336 10 321.00 Cash ESOS 6,33,65,08,290 63,36,50,82,900 4,62,34,51,50,043

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

24-Jul-18 11,09,165 10 321.00 Cash ESOS 6,33,76,17,935 63,37,61,79,350 4,62,69,02,50,238

24-Jul-18 5,440 10 322.25 Cash ESOS 6,33,76,23,375 63,37,62,33,750 46,26,91,94,88,78

8

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

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

24-Jul-18 12,546 10 548.00 Cash ESOS 6,33,76,49,841 63,37,64,98,410 4,62,70,49,65,240

23- Aug-18 7,46,390 10 321.00 Cash ESOS 6,33,83,96,231 63,38,39,62,310 4,62,93,70,92,530

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

05-Sept-18 42,190 10 321.00 Cash ESOS 6,33,84,40,341 63,38,44,03,410 4,62,95,97,95,842

01-Oct-18 34,018 10 321.00 Cash ESOS 6,33,84,74,359 63,38,47,43,590 4,62,97,03,75,440

24-Oct-18 49,250 10

321.00 Cash ESOS 6,33,85,23,609 63,38,52,36,090 4,62,98,56,92,190

22-Nov-18 37,653 10 321.00 Cash ESOS 6,33,85,61,262 63,38,56,12,620 4,62,99,74,02,273

22-Nov-18 590 10 322.25 Cash ESOS 6,33,85,61,852 63,38,56,18,520 4,62,99,75,86,501



159

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

02-Jan-19 39,543 10

321.00 Cash ESOS 6,33,86,01,395 63,38,60,13,950 4,63,00,98,84,374

02-Jan-19 40,000 10 538.00 Cash ESOS 6,33,86,41,395 63,38,64,13,950 4,63,03,10,04,374

22-Jan-19 24,418 10 321.00 Cash ESOS 6,33,86,65,813 63,38,66,58,130 4,63,03,85,98,372

22-Jan-19 200 10 322.25 Cash ESOS 6,33,86,66,013 63,38,66,60,130 4,63,03,86,60,822

22-Feb-19 27,810 10 321.00 Cash ESOS 6,33,86,93,823 63,38,69,38,230 4,63,06,43,09,732

02-Apr-19 56,473 10 321.00 Cash ESOS 6,33,87,50,296 63,38,75,02,960 4,63,08,18,72,835

02-Apr-19 240 10 322.25 Cash ESOS 6,33,87,50,536 63,38,75,05,360 4,63,08,19,47,775

22-Apr-19 1,55,337 10 321.00 Cash ESOS 6,33,89,05,873 63,38,90,58,730 4,63,13,02,57,582

22-Apr-19 6,240 10 322.25 Cash ESOS 6,33,89,12,113 63,38,91,21,130 4,63,13,22,06,022

22-May-19 1,25,837 10 321.00 Cash ESOS 6,33,90,37,950 63,39,03,79,500 4,63,17,13,41,329

22-May-19 480 10 322.25 Cash ESOS 6,33,90,38,430 63,39,03,84,300 4,63,17,14,91,209

02-Jul-19 38,540 10 321.00 Cash ESOS 6,33,90,76,970 63,39,07,69,700 4,63,18,34,77,149

22-Jul-19 11,525 10 321.00 Cash ESOS 6,33,90,88,495 63,39,08,84,950 4,63,18,70,61,424

22-Aug-19 33,534 10 321.00 Cash ESOS 6,33,91,22,029 63,39,12,20,290 4,63,19,74,90,498

22-Aug-19 1,200 10 322.25 Cash ESOS 6,33,91,23,229 63,39,12,32,290 4,63,19,78,65,198

01-Oct-19 22,528 10 321.00 Cash ESOS 6,33,91,45,757 63,39,14,57,570 4,63,20,48,71,406

01-Oct-19 1,200 10 322.25 Cash ESOS 6,33,91,46,957 63,39,14,69,570 4,63,20,52,46,106



160

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

-on (Cash,

other than

cash, etc.)

Nature

of

Allotment

Cumulative

Remarks

No of equity

shares

Equity Share

Capital (Rs.)

Equity Share

Premium (in Rs.)

22-Oct-19 5,778 10 321.00 Cash ESOS 6,33,91,52,735 63,39,15,27,350 4,63,20,70,43,064

22-Oct-19 6,228 10 548.00 Cash ESOS 6,33,91,58,963 63,39,15,89,630 4,63,21,03,93,728

22-Nov-19 7,085 10 321.00 Cash ESOS 6,33,91,66,048 63,39,16,60,480 4,63,21,25,97,163

22-Nov-19 30,000 10 548.00 Cash ESOS 6,33,91,96,048 63,39,19,60,480 4,63,22,87,37,163

22-Nov-19 7,482 10 443.68 Cash ESOS 6,33,92,03,530 63,39,20,35,300 4,63,26,49,08,430

Notes:

(a) The paid-up share capital of the Company as on December 31, 2019 stood at Rs. 6,339.20 crore divided into 6,33,92,03,530 equity shares of Rs. 10 each.

(b) The Company has allotted 63,980 equity shares of Rs. 10 each during January 2020 and February 2020 pursuant to Employees Stock Option Scheme 2006. The issued, subscribed and paid-up share capital as on March 31, 2020 stood at Rs. 6,339.26 crore.

Preference Share Capital (Paid-up capital) history (last five years) as on last quarter end December 31, 2019

Date of Allotment

Number of Preference Shares

Face Value (Rs.)

Issue Price (Rs.)

Consideration (Cash, other than cash, etc)

Nature of Allotment

Cumulative

Remarks Number of Preference Shares

Preference Share Capital (Rs.)

Preference Share Premium (in Rs.)

None

Share allotment details in the last 3 years

Date of Allotment

Type of Security

No. of Shares Face Value (Rs.)

Issue Price (Rs.)

Consideration (Cash)

Nature of Allotment

Remarks

2-Jan-17 Equity Share 200 10 644.50 Cash ESOS Allotment of equity shares for cash

pursuant to Employees' Stock Option Scheme

2-Jan-17 Equity Share 2,28,891 10 642 Cash ESOS

23-Jan-17 Equity Share 640 10 644.50 Cash ESOS

23-Jan-17 Equity Share 38,733 10 642 Cash ESOS

22-Feb-17 Equity Share 1,20,032 10 642 Cash ESOS

22-Mar-17 Equity Share 72,95,894 10 642 Cash ESOS

3-Apr-17 Equity Share 55,970 10 642 Cash ESOS

24-Apr-17 Equity Share 80 10 644.50 Cash ESOS

24-Apr-17 Equity Share 1,01,552 10 642 Cash ESOS

22-May-17 Equity Share 1,30,051 10 642 Cash ESOS

03-Jul-17 Equity Share 1,71,547 10 642 Cash ESOS

24-Jul-17 Equity Share 1,64,074 10 642 Cash ESOS

24-Jul-17 Equity Share 980 10 644.50 Cash ESOS

01-Sep-17 Equity Share 3,06,775 10 642 Cash ESOS

01-Sep-17 Equity Share 7,929 10 847 Cash ESOS

13-Sep-17 Equity Share 308,03,34,238 10 0 Bonus Issue Bonus Issue

Bonus Issue

3-Oct-17 Equity Share 2,06,422 10 321* Cash ESOS Allotment of equity shares for cash

pursuant to Employees' Stock Option Scheme

3-Oct-17 Equity Share 1,000 10 322.25* Cash ESOS


23-Oct-17 Equity Share 2,76,707 10 321* Cash ESOS

22-Nov-17 Equity Share 3,81,898 10 321* Cash ESOS

22-Nov-17 Equity Share 480 10 322.25* Cash ESOS

22-Nov-17 Equity Share 19,716 10 423.50* Cash ESOS



161

Date of Allotment

Type of Security

No. of Shares Face Value (Rs.)

Issue Price (Rs.)

Consideration (Cash)

Nature of Allotment

Remarks


02-Jan-18 Equity Share 4,15,531 10 321* Cash ESOS

02-Jan-18 Equity Share 500 10 322.25* Cash ESOS

22-Jan-18 Equity Share 2,10,077 10 321* Cash ESOS


22-Feb-18 Equity Share 4,93,303 10 321* Cash ESOS

22-Feb-18 Equity Share 1,020 10 322.25* Cash ESOS

22-Feb-18 Equity Share 11,860 10 423.50* Cash ESOS

22-Feb-18 Equity Share 14,812 10 430* Cash ESOS

02-Apr-18 Equity Share 4,29,490 10 321* Cash ESOS

02-Apr-18 Equity Share 29,624 10 430* Cash ESOS


24-Apr-18 Equity Share 480 10 322.25* Cash ESOS

22-May-18 Equity Share 3,77,861 10 321* Cash ESOS

22-May-18 Equity Share 850 10 322.25* Cash ESOS

22-May-18 Equity Share 7,484 10 443.68* Cash ESOS

22-May-18 Equity Share 19,578 10 480.33* Cash ESOS

22-June-18 Equity Share 4,97,962 10 321* Cash ESOS

22-June-18 Equity Share 14,812 10 430* Cash ESOS

22-June-18 Equity Share 7,484 10 443.68* Cash ESOS

02-July-18 Equity Share 1,09,336 10 321* Cash ESOS

02-July-18 Equity Share 480 10 322.25* Cash ESOS

24-July-18 Equity Share 11,09,165 10 321* Cash ESOS

24-July-18 Equity Share 5,440 10 322.25* Cash ESOS




23-Aug-18 Equity Share 746,390 10 321* Cash ESOS

23-Aug-18 Equity Share 1,920 10 322.25* Cash ESOS

05-Sep-18 Equity Share 42,190 10 321* Cash ESOS

01-Oct-18 Equity Share 34,018 10 321* Cash ESOS


22-Nov-18 Equity Share 37,653 10 321* Cash ESOS

22-Nov-18 Equity Share 590 10 322.25* Cash ESOS

02-Jan-19 Equity Share 39,543 10 321* Cash ESOS




22-Feb-19 Equity Share 27,810 10 321* Cash ESOS

02-Apr-19 Equity Share 56,473 10 321* Cash ESOS

02-Apr-19 Equity Share 240 10 322.25* Cash ESOS


22-Apr-19 Equity Share 6,240 10 322.25* Cash ESOS

22-May-19 Equity Share 1,25,837 10 321* Cash ESOS

22-May-19 Equity Share 480 10 322.25* Cash ESOS

02-July-19 Equity Share 38,540 10 321* Cash ESOS

22-July-19 Equity Share 11,525 10 321* Cash ESOS

22-Aug-19 Equity Share 33,534 10 321* Cash ESOS

22-Aug-19 Equity Share 1,200 10 322.25* Cash ESOS








Note: * Issue Price adjusted to Bonus Issue 2017



162

ANNEXURE I

CHANGE IN ACCOUNTING POLICIES DURING THE LAST THREE YEARS AND EFFECT ON THE PROFITS AND THE RESERVES OF THE COMPANY

There has been no change in accounting policies during FY 2016-17, FY 2017-18,

FY 2018-19



163

ANNEXURE J CONSENT LETTER FROM THE REGISTRAR TO THE ISSUE



164

ANNEXURE K CONSENT LETTER FROM THE DEBENTURE TRUSTEE



165

ANNEXURE L

RATING LETTER FROM CRISIL



166

ANNEXURE M RATING LETTER FROM CARE



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ANNEXURE N IN-PRINCIPLE APPROVAL FROM BSE



170



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ANNEXURE O

IN-PRINCIPLE APPROVAL FROM NSE



172



173

ANNEXURE P

BOARD AND FINANCE COMMITTEE RESOLUTIONS



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ANNEXURE Q DETAILED FINANCIAL RESULTS FOR 3Q FY 2019-20



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