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    RELIANCE   INE002A01018

RELIANCE INDUSTRIES LTD

(RELIANCE)
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Delayed NSE India Stock Exchange  -  07:27 2022-10-04 am EDT
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Reliance Industries : PPT on AGM Notice 2022

08/11/2022 | 11:37am EDT

Presentation on Material RPTs

August 2022

1

RPT - Robust Governance and Reporting Framework (1/2)

  1. Effective 1 April 2022, SEBI LODR mandates public shareholders approval for material RPTs
    • Material RPTs mean RPTs exceeding lower of (i) Rs. 1,000 crore; and (ii) 10% of Annual Consolidated Turnover of the Company in a financial year
  2. RPTs for which approval is being sought are:
    a) Transactions between RIL and its subsidiaries (other than wholly-owned) b) Transactions between RIL and its Joint Ventures
    c) Transactions between RIL and its promoter group
    d) Transactions between two subsidiaries of RIL (other than wholly- owned)
  3. >90% of the RPTs (in value terms) for which approval is sought are intra-group and eliminated in RIL consolidated accounts
  4. Transparent disclosure and reporting of RPTs
    • Annual Reports (since FY 2004-05) contain detailed disclosure on RPTs and transaction values
    • Detailed disclosure on RPTs are made to stock exchanges on half yearly basis

Safeguarding interest of public shareholders is ingrained in RIL's RPT processes

2

RPT - Robust Governance and Reporting Framework (2/2)

1. RIL has well-defined and robust governance structure for RPTs

  • As a policy, only RPTs which are on arm's length basis and in the ordinary course of business are undertaken
  • Independent review by Big4 accounting firm of all RPTs of RIL and material subsidiaries for Arms length pricing and benchmarking
  • Review by other independent accounting firms of RPTs of subsidiaries (other than material subsidiaries) for Arms length pricing and benchmarking
  • Transactions with wholly owned subsidiaries (which are exempted as per Listing Regulations ) are also placed before the Audit Committee for approval
  • Unanimous prior approval and review by Audit Committee which currently comprises of only Independent Directors

Oversight and review mechanism for all RPTs ensure fairness to public shareholders

3

Genesis and Rationale for Related Party Transactions (1/2)

Nature of RPTs

RPT No.

1.

Supply of products to JVs with third parties

A1, A2, A3

• Enabling JVs to carry out focused business activities, e.g., fuel retailing, elastomers manufacturing, gas

sourcing and marketing

2.

Leveraging domain expertise and resources of group companies

A4, B1, B2,

• Group companies have developed significant domain expertise in areas such as logistics services, project

B3, B4, B5

management services, EPC, IT services, retailing, digital services

B7, B8, B9

• Group entities leverage skills available within the group to retain focus on their core activity

3.

Funding/Guarantees

A5, B6, B10

  • Providing financial support to operating subsidiaries within the group
  • Utilize group's consolidated financial strength to support growth and lower costs

Resolution 10 of Notice : RPTs A1 - A7 represent Transactions between the Company and related parties

Resolution 11 of Notice : RPTs B1 - B10 represent Transactions between subsidiaries of the Company

Given diverse businesses, RPTs enable focus on core business activities while leveraging group resources

4

Genesis and Rationale for Related Party Transactions (2/2)

Nature of RPTs

RPT No.

4. Long term infrastructure and related services necessary for day-to-day operations

A6, A7

Sikka Ports & Terminals Ltd. (SPTL) and Jamnagar Utilities & Power Private Ltd. (JUPPL) - Captive port

and power infrastructure critical to O2C operations

  • In 1996-99 when RIL set up the refinery & petrochemical plants in Jamnagar, setting up of captive port and power facilities was a critical requirement
  • Considering RIL's financial commitments towards refinery & petrochemical projects and to enable RIL to concentrate on setting up O2C plants, it was decided that RIL will not set up these facilities on its own
  • SPTL and JUPPL, the promoter group companies, set up these facilities on terms favourable to RIL which would not have been possible with a third party
  • SPTL and JUPPL have been providing the port services and power, without interruption, of the quality as required by RIL for the past 23 years
  • Transactions independently reviewed by Big4 accounting firm for arm's length considerations and benchmarking, approved by audit committee

Critical infrastructure supporting businesses, mitigating risk

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Reliance Industries Ltd. published this content on 11 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 August 2022 15:36:03 UTC.


© Publicnow 2022
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