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Annual Repor t 2006 - 2007

Refining Life. Redefining Growth.


RELIANCE PETROLEUM LIMITED 1

Contents
Notice ............................................................................................................................................................................... 2
Management’s Discussion and Analysis ............................................................................................................................ 4
Directors’ Report ............................................................................................................................................................. 9
Report on Corporate Governance .................................................................................................................................. 11
Secretarial Audit Report .................................................................................................................................................. 22
Auditors’ Report on Financial Statements ...................................................................................................................... 23
Auditors’ Certificate on Corporate Governance ............................................................................................................. 25
Balance Sheet .................................................................................................................................................................... 26
Cash Flow Statement ........................................................................................................................................................ 27
Schedules forming part of the Balance Sheet ................................................................................................................... 28
Significant Accounting Policies and Notes on Accounts .................................................................................................. 34

Company Information
Board of Directors Project Location
Mukesh D. Ambani – Chairman Special Economic Zone
Hital R. Meswani Taluka Lalpur
Manoj Modi District Jamnagar – 361 140
(Upto March 27, 2007) Gujarat, India.
P. M. S. Prasad
Jagjeet Singh Bindra Registered Office
(from June 21, 2006)
Yogendra P. Trivedi Motikhavdi
Mahesh P. Modi P.O. Digvijayagram
Atul S. Dayal District Jamnagar – 361 140
Bobby Parikh Gujarat, India.

Company Secretary Corporate Office


Ramesh Kumar Damani 3rd Floor, Maker Chambers IV,
222 Nariman Point,
Audit Committee Mumbai – 400 021.
Yogendra P. Trivedi – Chairman Maharashtra, India.
Mahesh P. Modi Email: investor_relations@reliancepetroleum.com
Bobby Parikh http://www.reliancepetroleum.com

Shareholders’ / Investors’ Grievance Committee Registrar & Transfer Agents


Yogendra P. Trivedi – Chairman Karvy Computershare Private Limited
Mahesh P. Modi 46, Avenue 4, Street No. 1,
Hital R. Meswani Banjara Hills, Hyderabad 500 034, India
Tel +91 40 2332 0666, 2332 0711
Auditors
2332 3031, 2332 3037
Deloitte Haskins & Sells Fax +91 40 2332 3058
Chaturvedi & Shah Email: rplinvestor@karvy.com
http://www.karvy.com
2 Refining Life. Redefining Growth.

Notice
Notice is hereby given that the Second Annual General Meeting of forward its nominee will not act as a waiver by Chevron
the Members of RELIANCE PETROLEUM LIMITED will be held of its entitlement to appoint its nominee on the Board
on Monday the 16 th day of July 2007 at 3.00 p.m., at Motikhavdi, of the Company.
P.O. Digvijaygram, District Jamnagar 361 140, to transact the following
(d) The Chevron nominee on the Board shall have the
businesses:
right to nominate any person to be appointed as an
Ordinary Business: alternate director on the Board and the Board shall
1. To consider and adopt the audited Balance Sheet as at March appoint such person as a director alternate to the
31, 2007 and the Reports of the Board of Directors and Chevron nominee.
Auditors thereon. For the purpose of this Article
2. To appoint Directors in place of those retiring by rotation. (i) ‘Affiliate(s)’ means such entity or entities that are
3. To appoint Auditors and to fix their remuneration and in this controlled by Chevron Corporation, U.S.A. and are
regard to consider and if thought fit, to pass, with or without directly or indirectly owned at least 95% by Chevron
modification(s), the following resolution as an Ordinary Corporation, U.S.A.
Resolution: (ii) ‘Chevron’ means Chevron India Holding Pte. Limited,
“RESOLVED THAT M/s Deloitte Haskins and Sells, Chartered organised under the laws of Singapore being an
Accountants and M/s Chaturvedi & Shah, Chartered indirect, wholly owned subsidiary of Chevron
Accountants be and are hereby appointed as Auditors of the Corporation, U.S.A.
Company, to hold office from the conclusion of this Annual (iii) ‘Initial Investment Shares’ means 225,000,000 equity
General Meeting until the conclusion of the next Annual shares of Rs. 10 each acquired by Chevron from
General Meeting of the Company on such remuneration as Reliance Industries Limited pursuant to the Equity
shall be fixed by the Board of Directors.” Investment Agreement dated April 12, 2006 among
Reliance Industries Limited, Chevron and the
Special Business:
Company.”
4. To consider and if thought fit, to pass, with or without
5. To consider and if thought fit, to pass, with or without
modification(s), the following resolution as a Special
modification(s), the following resolution as an Ordinary
Resolution:
Resolution:
“RESOLVED THAT pursuant to the provisions of Section 31 “RESOLVED THAT in accordance with provisions of Section
and all other applicable provisions, if any, of the Companies 255 and other applicable provisions, if any, of the Companies
Act, 1956, the Articles of Association of the Company be and Act, 1956 or any statutory modification(s) or re-enactment
are hereby altered by inserting, after the existing Article 131, thereof for the time being in force and Article 131A of the
the following as Article 131A: Articles of Association of the Company, Shri Jagjeet Singh
Article 131A - appointment of Director Nominated by Chevron Bindra, who was appointed as an Additional Director of the
Company pursuant to the provisions of Section 260 of the
Notwithstanding anything to the contrary contained in these
Companies Act, 1956, and who holds office up to the date of
Articles,
this Annual General Meeting and in respect of whom the
(a) Chevron shall be entitled to nominate one Director Company has received a notice under Section 257 of the
(“Chevron nominee”) on the Board of Directors of the Companies Act, 1956 from a member, in writing, proposing
Company, so long as Chevron retains the ownership his candidature for the office of Director, be and is hereby
of all of the Initial Investment Shares as are held by appointed as a Director of the Company not liable to retire
Chevron directly or collectively with any one or more by rotation.”
of its Affiliates. The Nominee Director so appointed
shall not be liable to retire by rotation. By Order of the Board of Directors
(b) The Chevron nominee on the Board shall resign
promptly following: (i) any decrease in the holding of Ramesh Kumar Damani
the Initial Investment Shares, by sale or otherwise, other Mumbai Company Secretary
than by a transfer of any shares to an Affiliate; or (ii) April 25, 2007
an Affiliate holding any of the Initial Investment Shares
ceasing to be an Affiliate. Registered Office:
(c) Chevron may not appoint its nominee as a Director of Motikhavdi, P.O. Digvijaygram,
the Company, but any failure by Chevron to put District Jamnagar 361 140 Gujarat
RELIANCE PETROLEUM LIMITED 3

NOTES : Explanatory Statement pursuant to Section


173 (2) of the Companies Act, 1956
1. A member entitled to attend and vote at the Annual General
Item No. 4
Meeting (the Meeting) is entitled to appoint a proxy to attend
and vote on a poll instead of himself and the proxy need not Reliance Industries Limited (RIL), Chevron India Holdings Pte.
Limited (Chevron) and the Company had entered into an
be a member of the Company. The instrument appointing
Equity Investment Agreement on April 12, 2006 which
proxy should, however, be deposited at the Registered Office provided, inter-alia, for the entitlement to Chevron to appoint
of the Company not less than forty-eight hours before its nominee on the Board of Directors of the Company as a non
commencement of the Meeting. rotational Director and to alter the Articles of Association of
the Company to reflect this provision of the Agreement.
2. An Explanatory Statement pursuant to Section 173(2) of the Under the provisions of Section 31 of the Companies Act,
Companies Act, 1956, relating to the Special Business to be 1956, the Articles of Association of a Company may be altered
transacted at the Meeting is annexed hereto. with the approval of its members by passing a special
resolution. The Board commends the resolution for altering
3. Corporate Members intending to send their authorised the Articles of Association of the Company for approval of
representatives to attend the meeting are requested to send a the members.
certified copy of the Board Resolution authorising their Save and except Shri Jagjeet Singh Bindra, a nominee of
Chevron on the Board, none of the other Directors of the
representative to attend and vote on their behalf at the
Company are, in any way, concerned or interested in this
Meeting. resolution.

4. In terms of Article 155 of the Articles of Association of the Item No. 5


Company, Shri Hital R. Meswani, Shri Y. P. Trivedi and Shri The Board of Directors of the Company (“the Board”) at its
M P. Modi, Directors, retire by rotation at the ensuing Annual meeting held on July 21, 2006 appointed, pursuant to the
provisions of Section 260 of the Companies Act, 1956 and
General Meeting and being eligible offer themselves for re-
Article 135 of the Articles of Association of the Company,
appointment. A brief resume of these Directors, nature of their Shri Jagjeet Singh Bindra as an Additional Director of the
expertise in specific functional areas, and names of companies Company representing Chevron.
in which they hold directorship and membership/chairmanship In terms of the provisions of Section 260 of the Companies
of Board Committees, as stipulated under Clause 49 of Listing Act, 1956, Shri Jagjeet Singh Bindra shall hold office of
Agreement with the Stock Exchanges in India, are provided Director up to the ensuing Annual General Meeting of the
in the Report on Corporate Governance forming part of the Company.
Annual Report. The Board of Directors of the Company The Company has received a notice in writing from a member
commend their respective re-appointments. along with a deposit of Rs.500 proposing the candidature of
Shri Jagjeet Singh Bindra for the office of Director of the
5. Members are requested to bring their Attendance Slip Company. Shri Bindra is not disqualified from being
alongwith their copy of the Annual Report to the Meeting. appointed as Director in terms of Section 274(1)(g) of the
Companies Act, 1956 and has complied with the requirements
6. Members who hold shares in dematerialised form are of obtaining Directors Identification Number in terms of
Section 266A of the said Act.
requested to write their Client ID and DP ID Numbers and
A brief resume of Shri Jagjeet Singh Bindra, nature of his
those who hold shares in physical form are requested to write
expertise in specific functional areas as stipulated under Clause
their Folio Number in the attendance slip for attending the 49 of Listing Agreement with the Stock Exchanges in India,
Meeting. are provided in the Report on Corporate Governance forming
part of the Annual Report.
7. In case of joint holders attending the Meeting, only such joint
The Board commends the resolution for appointment of Shri
holder who is higher in the order of names will be entitled to Jagjeet Singh Bindra as a Director of the Company. In terms
vote. of the Agreement dated April 12, 2006 and the proposed
alteration in the Articles of Association as contained in Item
8. Register of Members and Transfer Books will remain closed no. 4 hereinbefore, it is proposed that Shri Bindra shall not
from Monday July 9, 2007 to Monday July 16, 2007 (both be liable to retire by rotation.
days inclusive). Save and except Shri Jagjeet Singh Bindra, none of the other
Directors of the Company are, in any way, concerned or
9. The Articles of Association, with proposed alteration is open interested in this resolution.
for inspection by the members at the Registered Office of the By Order of the Board of Directors
Company on all working days, except Saturdays, between 11.00
a.m. and 1.00 p.m. up to the date of the Meeting. Ramesh Kumar Damani
Mumbai Company Secretary
April 25, 2007
4 Refining Life. Redefining Growth.

Management’s Discussion and Analysis


Forward Looking Statements Overview of 2006-07
This report contains forward looking statements, which may be identified by It was the first full year and a historic one for the Company. RPL
their use of words like ‘plans’, ‘expects’, ‘will’, ‘anticipates’, ‘believes’, ‘intends’, achieved several significant milestones including a strategic alliance
‘projects’, ‘estimates’ or other words of similar meaning. All statements that with Chevron, a successful equity issue, and an award-winning debt-
address expectations or projections about the future, including but not limited raising effort whilst making rapid strides on all fronts of project
to statements about the company’s strategy for growth, product development, implementation.
market position, expenditures and financial results, are forward looking
Strategic alliance with Chevron
statements. Forward looking statements are based on certain assumptions and
expectations of future events. The company cannot guarantee that these In a landmark development during the fiscal year 2006-2007, RIL
assumptions and expectations are accurate or will be realised. The company’s and Chevron embarked on a strategic partnership in RPL with a
actual results, performance or achievements could thus differ materially from view to optimally leverage mutual strengths and exchange best
those projected in any such forward looking statements. The company assumes practices to create superior value for stakeholders.
no responsibility to publicly amend, modify or revise any forward looking With operations across 180 countries worldwide, refining capacity
statements on the basis of any subsequent developments, information or events. of over 2 million barrels per day (BPD) and a daily production of
Introduction over 2.5 million barrels of oil equivalent (BOE), Chevron brings
Reliance Petroleum Limited (“RPL” or the “Company”), was set up significant expertise in the areas of refining technologies and
to harness an emerging value creation opportunity in the global understanding of the crude and product markets globally.
refining sector by Reliance Industries Limited (RIL), one of India’s As per the agreement, Chevron acquired a 5% stake in RPL and
largest private sector company with a significant presence across the also nominated a Director on the Board of the Company. The
entire energy chain and a global leadership across key product Agreement provides Chevron with the right to acquire an additional
segments. Currently, RPL is 75% owned subsidiary of RIL. RPL 24% of the equity stake in RPL on conclusion of the collaboration
also benefits from a strategic alliance with Chevron India Holdings agreements between Chevron and Reliance.
Pte Limited, Singapore, a wholly owned subsidiary of Chevron
This decision of Chevron to acquire an equity stake in an upcoming
Corporation USA (Chevron), which currently holds a 5% equity
refinery project is a reaffirmation of Reliance’s strengths in project
stake in the Company.
execution and commissioning coupled with Reliance’s talented
RPL was formed to set up a greenfield petroleum refinery and human resource base. This also heralds India’s entry into the league
polypropylene plant in the Special Economic Zone (SEZ) at Jamnagar of being a major player in the refinery sector in the world.
in Gujarat. This global sized, highly complex refinery is being located
adjacent to RIL’s existing refiner y and petrochemicals complex, Initial Public Offering
which is amongst the largest and most efficient in the world, thus In another significant development, the Company entered the capital
offering significant synergies. markets with an initial public offering (IPO) of equity shares that
With an annual crude processing capacity of 580,000 barrels per met with resounding success. As a part of the IPO, the Company
stream day (BPSD), RPL will be the sixth largest refinery in the offered 135 crore shares, which included a promoters’ contribution
world. It will have a complexity of 14.0, using the Nelson Complexity of 90 crore shares as per SEBI guidelines and a net offer to the
Index, ranking it amongst the highest in the sector. The public of 45 crore shares at a price of Rs.60 per share, thus raising
polypropylene plant will have a capacity to produce 0.9 million an aggregate sum of Rs.8,100 crores.
metric tonnes per annum. The IPO received an overwhelming response from investors and
The refinery project is being implemented at a capital cost of Rs. created several new records in the Indian capital markets. The issue
27,000 crore being funded through a mix of equity and debt. This was oversubscribed 51 times and witnessed an aggregate order
represents a capital cost of less than US $10,000 per barrel per day book of over Rs.143,000 crores (about US$ 32 billion), a record of
and compares very favourably with the average capital cost of new sorts in the Indian context.
refineries announced in recent years. The International Energy
Importantly, the response of institutional investors to the issue,
Agency (IEA) estimates the average capital cost of new refinery in
with an oversubscription of 68 times, reaffirmed the confidence of
the OECD nations to be in the region of US $15,000 to 20,000 per
the global investing community in the refinery project and prospects
barrel per day. The low capital cost of RPL becomes even more
of the Company. Equally encouraging was the response from the
attractive when adjusted for high complexity of the refinery. RPL’s
retail investors, whose faith in the promoters of the Company was
low capital cost is a result of the benefits of ‘intelligent repeat’ of
demonstrated by over 21 lac applications received, which was yet
design and engineering aspects of RIL’s existing refinery, proactive
another new record for the Indian capital markets.
procurement strategy and faster implementation of the refinery
project. This is expected to provide sustainable competitive Ahead of the initial public offerings, RPL made a pre-IPO placement
advantage in the market place and enable RPL to deliver superior of 45 crore shares to institutional investors, representing 10% of
value in the coming years. post issue paid-up capital of the Company. The pre-IPO placement
RPL has embarked on an aggressive implementation plan and is met with encouraging response from both domestic and foreign
targeting to complete the project within a short span of 3 years by institutional investors. The issue was oversubscribed and shares
‘intelligently replicating’ the existing refinery of RIL, through repeat were placed to 20 institutional investos at an issue price of Rs.60
efforts on the engineering, procurement and construction fronts, per share with a lock-in of 1 year as per SEBI guidelines.
with the same team, viz. Bechtel, UOP, Foster Wheeler that created Supported by the successful pre-IPO placement of equity and the
the existing refinery of RIL at Jamnagar - considered to be a modern IPO, the Company has raised equity funds required for the refinery
temple of resurgent India. project under implementation.
RELIANCE PETROLEUM LIMITED 5

Award Winning Debt Raising Efforts structural steel drawings was about 70% at the end of the fiscal
year. Over 7,500 engineers have been commissioned across the
The year under review also witnessed a path breaking performance
globe at several interconnected locations to deliver world-class
by the Company in its debt raising efforts that met with astounding
success leading to several accolades from organisations of global engineering output for the project. As a part of the Company’s
repute. efforts to reduce construction interferences and minimum rework
at site, RPL embarked on a massive 3D site modeling effort which
Through a well executed global syndication, RPL raised foreign is nearing completion and is expected to yield significant benefits
currency loans of US$ 2.0 billion, making it the “largest foreign in the coming year.
currency financing for any single project from India”. Against an initial
target of $1.5 billion, the Company secured commitments for over On the procurement front, the achievements are equally appealing.
During the year, RPL successfully concluded procurement and
US$3.4 billion from 52 banks across three continents leading to an
contracting activities for all long- lead and critical equipment with
oversubscription of 2.3 times the initial facility. Encouraged by the
response, RPL raised an additional amount of US$500 million by their deliveries having commenced at site. In fact, equipment
utilising the excess demand to raise the additional debt required installations are also in progress and have resulted in a dramatic
for the Project. change in the skyline of the project site. A considerable part of
other procurement and contracting activities have also concluded.
Being the largest foreign currency financing for any single project Simultaneously, the Company also made significant progress on
from India, with the greatest number of banks participating in any the procurement of bulk materials required for the project. Over
single deal in India, the success of RPL’s syndicated loan facility 80% of the structural steel and considerable part of piping material
attracted global attention. The Company received various awards have been delivered to the site and procurement of other project
and recognition , significant amongst which are the following: bulks such as, electrical instrumentation, have been ensured to
 Sponsor of the Year for 2006 - Project Finance International meet project requirements. Hence the emphasis has now shifted
towards vendor monitoring to ensure compliance with quality and
 Asian Petrochemical Deal of the Year for 2006 - Project Finance delivery commitments.
International
Ref lecting the success of a concerted implementation effort, the
 Asia-Pacific Oil & Gas Deal of the Year for 2006 - Project Finance project transitioned successfully from its engineering and
 Asia Pacific Loan of the Year – IFR procurement phase to the construction phase.. This was a remarkable
achievement for a project of this magnitude since the transition
 Best Syndicated Loan Asia Pacific – IFR Asia
came about within a year of the project commencement. So far,
 Best Project Finance Deal - Finance Asia over 1,025,000 cubic meters of concreting work has been completed
 Best Syndicated Loan - The Asset and has gained considerable momentum in recent months.

 Best Project Finance Deal for the Year - The Asset On the back of the development in the civil construction activities,
piping and equipment, front generation have also progressed rapidly
 Best Project Financing - Asia Money during the year. Nearly 40,000 tonnes of structural steel fabrication
Apart from the syndicated foreign currency loan facility, the Company and 30% of pipe fabrication and pipe erection work has also been
has also tied up rupee debt to the tune of Rs.1120 crore. Negotiations completed. Overall, the project has achieved and maintained a
are at an advanced stage for tying up of the balance debt with the significant progress trend throughout the year. With a cumulative
local banks as well as Export Credit Agencies. As at the year end, progress of over 50% being achieved, there is greater confidence
the Company has drawn loan funds to the tune of Rs.5,467 crore, on sustaining the momentum and timely completion of the project
towards part-financing the project under implementation. by December 2008. The timely completion of the refinery project
will enable the Company to benefit from an early mover advantage
Rapid strides on implementation fronts
and reap the benefits of emerging opportunities in the sector whereby
The year also witnessed the achievement of several significant creating superior value for its stakeholders.
milestones on all aspects of project implementation, including a
Industry Overview and Prospects
successful transition from its engineering and procurement phase
to the construction phase. This has resulted in a dramatic change in While crude prices continued to be volatile, demand trend remained
the skyline of the project site at Jamnagar, within a short period of positive notwithstanding high oil prices.Tightening product
16 months since commencement of project implementation. RPL specifications added pressure on an already stretched refining system
has hence established a new industry record for refinery accompanied by a slow growth in new capacities. Complex refiners
implementation and is progressing towards a scheduled completion gained further from high light-heavy differentials which ref lected
by December 2008. the change in global crude dynamics.

Project Progress Review Positive demand dynamics

During the year, RPL secured all significant approvals required for Supported by robust global economic growth, the strong demand
implementation of the refinery project, including SEZ approvals for petroleum products continued, notwithstanding higher prices.
and notification of the refinery project as an unit in the Jamnagar The global economy grew by a notable 4.8% in 2006 despite
Special Economic Zone. concerns about tighter financial market conditions, high oil prices
and inf lation. A key contributor to the positive growth trend has
On the engineering front, significant progress has been made during been the Asian region, which grew by 8.4%, led by China and
the year. While basic engineering work was complete, over 80% of India, who clocked an impressive 10.8% and 8.2% growth in their
detailed engineering work was also completed. Over 93% of respective economies. A strong growth in the Middle East and CIS
estimated scope of drawings for concrete work and underground countries also contributed positively.
piping activities was released to the site, and the development of
6 Refining Life. Redefining Growth.

Global demand for petroleum products grew steadily from 83.5 booming light product cracks and unplanned maintenance by large
million BPD to 84.2 million BPD in 2006. While demand from refiners. However, simple margins dropped on the back of improved
Non-OECD countries grew by 1.1 million BPD, driven by China utilization, lower turnaround rate and fuel switching in China and
and the Middle East, actual demand from OECD nations shrank on US. Consequently, refinery cracking margins for US Gulf coast,
the back of benign weather conditions and substitution of fuel oil Rotterdam, Mediterranean and Singapore averaged only at around
by natural gas for power generation during the year. $8.4, $4.8, $5.4 and $5.9 per barrel in 2006 as against an average
Supported by a positive economic outlook, the International Energy of $9.5, $6.7, $5.6 and $6.5 respectively during 2005.
Agency (IEA) expects to see continued strong growth in global Also, the crack spreads remained healthy during the year under
demand for petroleum products and forecasts it to grow by 1.8% to review. The crack spread for gasoline in Singapore averaged at
85.7 million BPD in 2007, driven mainly by China, India and the $11.7 per barrel in 2006 as against $12.6 per barrel in 2005 while
Middle East. In the medium term, petroleum product demand is that of gasoil was at $15.2 and $14.7 per barrel respectively during
expected to clock a compounded annual growth rate of 2% during this period. Fuel oil crack margins averaged at $(-)12.6 per barrel
2006 - 2010, as per projections of World Refining and Fuel Services, as against $(-)8.7 per barrel in 2005, leading to lower margins for
Hart in 2007. simple refiners.
Amidst strong growth, the industry witnessed the continuing trend Viewed in the context of robust growth in demand, stretched
of a gradual shift in demand in favour of lighter, transportation utilisation levels and lagging new capacities, the medium term
fuels. During calendar year 2006, aggregate demand for gasoline, outlook for refining margins appear positive. Also supportive of
middle distillate and jet kero grew by 2.2% as against an average the margins is the expectation that the refinery bottleneck is unlikely
demand growth of only 1.5% for heavier products. Given to disappear before 2011 due to delays in completion of some
expectations of continued shift in demand patterns, industry experts major new refinery projects. Changes in product specifications are
forecast light refined products (excluding LPG) to account for about also leading to lower yields of clean products as the refiners re-
80% of incremental demand for petroleum products globally over configure their processes to meet specifications. Complex refiners
the next 5 years. Strong demand growth is expected to come from would gain further from (i) higher premiums for ultra clean products
gasoline, middle distillate and Jet Kero, which are expected to in the western markets arising from tightening product specifications
record a compounded annual growth rate of 2%, 2.4% and 2.8% and (ii) changing crude dynamics resulting in wider light-heavy
respectively during 2006-2010. Residual fuel oil is expected to show differentials. Being a highly complex refinery, RPL is thus well
an insignificant growth of 0.1% per annum during this period. positioned to capitalise on the positive trends in the coming years.
Meanwhile, the industry witnessed further tightening of product Crude price movements and outlook
specifications across regions globally. The US rolled out the Ultra During the year, crude prices remained volatile and touched a new
Low Sulfur Diesel (ULSD) with the objective of reducing sulfur in high, with the WTI peaking at $76.95 per barrel in August 2006.
diesel to 15 ppm and also phased out MTBE in gasoline during the Spurt in crude prices were due to a combination of geopolitical
year. These present new trade opportunities for global complex
events and unplanned outages of some of the oil production fields.
refiners, like the RPL refinery project, with ultra clean product
capabilities. Though prices softened later to $59 per barrel levels by October
2006, Brent, WTI and Dubai crude prices still averaged at
Refinery capacity and utilization trends
US$65.14, US$66.02 and US$61.52 per barrel for 2006, ref lecting
In contrast to strong demand growth during 2006, global refining an increase of 19%, 17% and 24% respectively over the
capacity grew only marginally, from 84.9 million BPD to 85.7 million corresponding levels of 2005. According to ESAI estimates, crude
BPD, on the back of capacity creep by select players. This resulted oil prices are expected to remain within the $50 - 60 per barrel
in additional pressure on the global refining system that was already range with WTI, Brent and Dubai prices averaging around $59,
stretched with operating rates at about 86%, which is amongst the $57 and $53 per barrel over the next few years.
highest levels witnessed in the last two decades. The average capacity Opportunities
utilization for refineries in North America, Europe and Asia were at
87%, 85% and 87% as against 87%, 86% and 88% respectively The Company sees an exciting opportunity in global refining on
during 2005. This set the stage for continued strength in refining the back of continuing strong demand for petroleum products,
margins, well above historical averages, even during 2006. supported by robust economic growth outlook. Slow growth in
capacities due to an ongoing thrust on capacity modernisation and
Looking beyond, IEA estimates a global crude distillation capacity upgrades by existing refiners and a continuing delay in
requirement of about 11.6 million BPD towards meeting estimated implementation of new capacities are expected to throw open exciting
global demand by 2011. Though sever al large capacity trade opportunities, especially for ultra clean transportation fuels
announcements have taken place in recent years, their progress so that meet the stringent product specifications of the developed
far has been quite slow on account of rising costs and manpower
economies. While these would support superior margins, the
shortages. In an already stretched refining environment, it raised
Company foresees additional margin opportunities in wider light –
concerns on the ability to meet incremental demand growth and heavy differentials that can be captured by leveraging its complexity
improved prospects for refining margins, especially for complex for processing heavier crude varieties. RPL intends to capitalise on
refiners. these opportunities by leveraging the project’s key competitive
GRM performance strengths. .
The year witnessed significant volatility in refining margins globally. Challenges, Risks and Concerns
Though regional benchmarks averaged lower than their respective RPL’s project is in implementation phase and the key challenge is
peaks in 2006, complex margins reached a new high of $13.6 per to complete the project by December 2008 as planned. The company
barrel during the first half, supported by tightened product markets, has largely mitigated the risks associated with the project in the
RELIANCE PETROLEUM LIMITED 7

areas of regulatory approvals, land acquisition, financial closure, A safety manual is made available to all employees and its pocket
procurement contracting by securing delivery commitments for all size edition is circulated amongst engineers and supervisors at site.
long lead and critical equipments. The Company has put in place
robust systems to monitor the performance of commitments by all Safety, Training and Education
vendors and the timely identification of potential issues and Continuous efforts with respect to safety, training and education, is
development of alternatives. Supported by the commitment of global RPL’s commitment to the safety program. All hazards of construction
implementation partners as well as experience of Reliance in with respect to safety are identified and training modules are designed
executing large projects, the Company is confident of completing and validated with audio and video aid. All personnel entering the
the project on schedule. site are required to undergo a mandatory training . In addition, all
Internal Controls vehicle drivers and equipment operators have to undergo additional
safe driving training, followed by strict validation. A concept of
RPL has a defined organization structure and has developed well “Certified Construction Professional” at site has been also established.
documented policy guidelines with predefined authority levels. An It is mandatory for all field engineers and supervisors to under-go
extensive system of internal controls to ensure optimal utilization a six hour comprehensive training on construction safety and
of resources and accurate reporting of financial transactions and complete the validation test. In addition, several other efforts are
strict compliance with applicable laws and regulations has also formulated towards improving safety at site and these include, a
been implemented. The Company has put in place sufficient systems series of safety trainings with internal, external and international
to ensure that assets are safeguarded against loss from unauthorized faculties, on-the-job training for technicians, screening of safety
use or disposition, and that transactions are authorized, recorded, movies and conducting of Tool Box Talks in an organised manner
and reported correctly. Also, it has an exhaustive budgetary control at the site. There is continuous effort for increasing awareness
system to monitor capital related as well as other costs, against amongst site personnel through safety leaflets, handouts, display of
approved budgets on an ongoing basis. safety signs, posters and other instructions.
Health, Safety and Environment
Safety review, communication and safety incentive
Health
Monitoring of safety performance, is conducted through a central
The Company has built sufficient infrastructure to provide state of safety committee and around 15 area safety committees are in force.
the art medical care to all employees and workers at site. The Safety performance is reviewed by these committees as per norms
occupational health center located within the project site is equipped and minutes are prepared and distributed to participants.
with round-the-clock availability of doctors, paramedics and
All accidents are reported, investigated and classified. Learning
ambulances equipped with intensive care facilities. Occupational
from these incidents are shared during Tool Box Talks sessions ,
health centers strive to provide timely medical attention to needy
area meetings, etc. with regard to identified causes and preventive
workers at site. Preventive medication through comprehensive
measures to avoid reoccurrence.
examination of all new workers, and studies and audits for health
risk assessments are conducted. In addition, the Company has also A Contractor’s safety award scheme has been put in place towards
established sufficient infrastructure through medical centres in each appreciating good performance on a quarterly basis. In addition,
of its employee colonies which ensures availability of medical facilities the Company has also recently launched a “Safety Incentive scheme”
round the clock. Monitoring sanitation and hygiene of employee for all contractors, supervisors and workmen.
camps associated with the project is conducted on an ongoing basis
Environment
In addition, the Company is committed to taking part in the Group’s
The Company is committed to ensuring the highest standards of
efforts on community medical initiatives. These initiatives involve
environment management and strict compliance with regulatory
provision of free preventive and curative health care to nearby
requirements at all times. The Company has taken utmost care at
communities and also participating in national health programs
various stages of project implementation viz. planning, design,
such as Pulse Polio, Revised National Tuberculosis Control Program,
construction towards compliance with applicable laws. The refinery
National Immunization Program and Maternal and Child Health
project is being set up as a zero effluent refinery, which is the best
from time to time. These community medical centers have been
in class.
well received and utilized by the target population.
Safety Social Responsibility and Community Development
The Company believes that safety is integral to efficient business Reliance is committed to actively contribute to the social and
management and has benchmarked its processes to the highest economic development of the communities located close to its
standards of safety at the project site. During the year under review, operations as also providing assistance to improve their quality of
the Company has established a safety facility consisting of 35 life. True to the spirit of Reliance, the Company has taken up
qualified safety professionals, supported by international safety developmental activities in many villages namely Navagam, Kana
experts and from the Centre for HSE Excellence of Reliance. Chikari, Dera Chikari, Nani Khavdi, Kanalus, Sikka. Padana,
Motikhavdi and Meghpar. These activities are undertaken based on
Safety Systems and Procedures
the specific requirements of each of these villages and include
During the year, sound safety systems and procedures were development such as laying of cement concrete roads, creation of
established with well laid out standards that are accredited and drainage facilities, construction of a school premises, water tanks
enhanced by international safety experts. Implementation of all and pipelines as well as drinking water reservoirs for cattle, etc.
safety procedures, and their compliance with statutory provisions Additionally, plantations as well as welcome gates are contemplated
as well as stringent company standards is done on a continual basis. in these villages.
8 Refining Life. Redefining Growth.

Persons constituting Group coming within the definition of ‘group’ as defined in the Monopolies and
Restrictive Trade Practices Act, 1969 include the following :

Reliance Industries Limited (Promoter) Reliance Industries (Middle East) DMCC

Chevron India Holdings Pte. Limited (Promoter) Reliance Jamnagar Infrastructure Limited

Ranger Farms Limited Reliance LNG Limited

Reliance Aromatics and Petrochemicals Private Limited Reliance Netherlands BV

Reliance Chemicals Private Limited Reliance Nutraceuticals Private Limited

Reliance Commercial Associates Private Limited Reliance Petroinvestments Limited

Reliance Dairy Foods Limited Reliance Pharmaceutical (India) Private Limited

Reliance Do Brasil Industria E Commercia De Portudos Texteis Reliance Poyolefins Private Limited
Quimicos, Petroquimicos E Derivados Ltda (Reliance Brazil L.L.C.)
Reliance Retail Finance Limited
Reliance Energy and Project Development Private Limited
Reliance Retail Insurance Broking Limited
Reliance Europe Limited
Reliance Retail Limited (RRL)
Reliance Exploration & Production – DMCC
Reliance Strategic Investments Limited
Reliance Global Management Services Private Limited
Reliance Technologies LLC
Reliance Haryana SEZ Limited
Reliance Ventures Limited (RVL)
Reliance Industrial Infrastructure Limited
RESQ Limited
Reliance Industrial Investment & Holdings Limited
Retail Concepts and Services (India) Limited
RELIANCE PETROLEUM LIMITED 9

Directors’ Report
Dear Shareholders, 1956 and Article 135 of the Articles of Association of the Company,
nd
Your Directors are pleased to present the 2 Annual Report and the Shri Jagjeet Singh Bindra was appointed as an Additional Director,
audited accounts of the Company for the year ended March 31, 2007. with effect from July 21, 2006. He shall hold office upto the date of
the ensuing Annual General Meeting.
Operations – Implementation of the Project
In terms of the Equity Investment Agreement entered into between
The Company is making rapid strides on setting up a greenfield Reliance Industries Limited, Chevron India Holdings Pte. Ltd.
petroleum refinery having a total atmospheric distillation capacity of (“Chevron”) and the Company, the nominee of Chevron on the
approximately 580000 barrels per stream day and polypropylene Board of Directors of the Company is to be appointed as a Non-
plant having a capacity to produce 0.9 million tonne per annum. Rotational Director.
The project, being set up in a Special Economic Zone (SEZ) at
Jamnagar in Gujarat at an estimated cost of Rs. 27000 crore, witnessed The Company has received a notice in writing from a member
significant progress during the year and has achieved several key proposing the candidature of Shri Jagjeet Singh Bindra for the office
milestones within a short period of 16 months since kick-off. of the Director not liable to retire by rotation.

During the year under review, all significant statutory approvals, In terms of the provisions of Section 313 of the Companies Act,
including SEZ approvals, have been obtained. The equity financing 1956 and Article 134 of the Articles of Association of the Company,
of the project was completed through the Company’s initial public Shri David Courtney Reeves was appointed as an Alternate Director
offer. The IPO received an unprecedented response from domestic to act for Shri Jagjeet Singh Bindra and Shri Reeves held office from
and international investors and created several new records in the July 21, 2006 to October 19, 2006.
history of the Indian Capital Market. Debt financing of the project Shri Manoj Modi resigned from the office of the Director of the
has also been evincing equally encouraging and path breaking Company with effect from March 27, 2007. The Board records its
response from banks and institutions across continents and is appreciation for the valuable contribution made by him during his
progressing as per schedule. tenure as a Director of the Company.
The project is being implemented aggressively with basic engineering
In terms of Article 155 of the Articles of Association, Shri Hital R.
and a major part of detailed engineering already complete. Civil,
Meswani, Shri Y. P. Trivedi and Shri M P. Modi, retire by rotation
structural and mechanical works are going on in full swing leading
and being eligible, offer themselves for reappointment at the ensuing
to substantial change in the skyline at the site. Procurement and
Annual General Meeting.
contracting activities for all long lead and critical equipments have
been completed and emphasis directed towards vendor monitoring Promoter Group Companies
to ensuring compliance with quality and delivery commitments. Pursuant to an intimation from Promoter i.e. Reliance Industries
As on March 31, 2007, the Company has utilised Rs. 18939 crore Limited (RIL), names of Promoters and companies comprising the
for the Project. The projected utilisation of funds as per the “group” as defined in the Monopolies and Restrictive Trade Practices
Prospectus dated April 28, 2006 was Rs.11591 crore. The variation (“MRTP”) Act, 1969, have been disclosed in the Annual Report of
is mainly due to payments in advance under various project contracts the Company.
to ensure continued efficient and speedy implementation of the Directors’ Responsibility Statement
Project.
Pursuant to the requirement under Section 217(2AA) of the Companies
Progress made on all aspects of implementation is satisfactory and
Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby
the project is well on its way towards scheduled completion by
confirmed that:
December 2008.
(i) in the preparation of the annual accounts, the applicable
The Company has not commenced revenue operations hence no
accounting standards have been followed;
profit and loss account has been prepared.
(ii) the Directors have selected such accounting policies and applied
Management’s Discussion & Analysis Report
them consistently and made judgements and estimates that are
A detailed review of the progress of the project and the future outlook reasonable and prudent so as to give a true and fair view of the
of the Company and its business, as stipulated under Clause 49 of state of affairs of the Company as at March 31, 2007;
the Listing Agreement with the Stock Exchanges, is presented in a
(iii) the Directors have taken proper and sufficient care for the
separate section forming part of the Annual Report.
maintenance of adequate accounting records in accordance with
Fixed Deposits the provisions of the Companies Act, 1956 for safeguarding
The Company has not accepted any fixed deposits during the year the assets of the Company and for preventing and detecting
under review. fraud and other irregularities; and
(iv) the Directors have prepared the annual accounts of the Company
Directors
on a ‘going concern’ basis.
Pursuant to the provisions of Section 260 of the Companies Act,
10 Refining Life. Redefining Growth.

Secretarial Audit Report 3. Use of variable frequency drives on many equipments such
that during lower loads, equipment slow down thereby
Your Company voluntarily appointed Dr. K. R. Chandratre, Practising
reducing energy consumption.
Company Secretary, to conduct Secretarial Audit of the Company
for the financial year ended March 31, 2007. The Secretarial Audit 4. Use of energy recovery turbines for exhaust / waste gas
Report addressed to the Board of Directors of the Company is streams of refinery.
attached to this Annual Report. The Secretarial Audit Report confirms 5. Improved insulation on hot surfaces to reduce radiation
that the Company has complied with all the applicable provisions of losses.
the Companies Act, 1956, Depositories Act, 1996, Listing Agreement The exact quantum of energy savings cannot be determined till
with Stock Exchanges, Securities Contract (Regulation) Act, 1956 and such time that the refinery is commissioned.
all the Regulations of SEBI as applicable to the Company including Technology Absorption
SEBI (Disclosure and Investor Protection) Guidelines, 2000, SEBI
Number of new Technologies are being utilised at the new
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997
refinery. Major technology suppliers are UOP and Exxon Mobil
and the SEBI (Prohibition of Insider Trading) Regulations, 1992.
Research and Engineering Co. Reliance engineers have been closely
Auditors and Auditors’ Report associated with the Technology suppliers and detail engineering
contractor since the initial stages and have become familiar with
M/s. Deloitte Haskins and Sells, Chartered Accountants and M/s.
the technology and underlying processes. Necessary documentation
Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of has been created and is being studied. It is expected that full
the Company, hold office until the conclusion of the ensuing Annual absorption would ensue during and after plant start up when
General Meeting and are eligible for reappointment. actual plant operating experience is obtained.
The Company has received letters from them to the effect that their Foreign Exchange Earning and Outgo
appointment / reappointment, if made, would be within the Foreign Exchange Earned : Nil
prescribed limits under Section 224(1B) of the Companies Act, 1956
Foreign Exchange Used : Rs.4860,33,92,195/-
and that they are not disqualified for such appointment /
reappointment within the meaning of Section 226 of the said Act. Corporate Governance
Your Company is committed to maintain the highest standards of
The Notes on Accounts referred to in the Auditors’ Report are self-
Corporate Governance. Your Directors adhere to the stipulations set
explanatory and therefore do not call for any further comments. out in the Listing Agreement with the Stock Exchanges and have
Particulars of Employees implemented all the prescribed requirements.

The Company has not paid any remuneration attracting the provisions A report on Corporate Governance as stipulated under Clause 49
of the Listing Agreement with the Stock Exchanges forms part of the
of Section 217(2A) of the Companies Act, 1956, read with the
Annual Report.
Companies (Particulars of Employees) Rules, 1975. Hence, no
information is required to be appended to this report in this regard. Certificate from the Auditors of the Company, M/s Deloitte Haskins
& Sells and M/s Chaturvedi & Shah, confirming compliance of
Energy Conservation, Technology Absorption and Foreign Exchange conditions of Corporate Governance as stipulated under the aforesaid
earnings and outgo Clause 49, is annexed to this Report.
The particulars relating to energy conservation, technology absorption, Acknowledgment
foreign exchange earnings and outgo, as required to be disclosed Reliance Industries Limited, the parent company, has been involved
under Section 217(1)(e) of the Companies Act, 1956 read with the in the project since inception and is extending comprehensive support
Companies (Disclosure of Particulars in the Report of Board of to the Company. Your Directors take this opportunity to express its
Directors) Rules, 1988 are as under: sincere appreciation of the commitment extended by Reliance
Industries Limited to the Project.
Conservation of Energy
Your Directors would also like to thank the investing community for
Reliance design team, involved in the plant design has been very their immense faith demonstrated in your Company by making the
conscious of the energy conservation while specifying and Initial Public Offer a resounding success. Your Directors also place
designing the plant of the Company. All energy conservation on record their appreciation for the assistance and co-operation
solutions successfully implemented in the past at other Reliance received from the Banks, Government Authorities, Vendors and
plants have been incorporated at the design stage. Some of the Members during the year under review. Your Directors wish to place
on record their appreciation of the contribution made by the
major energy conservation features incorporated are as under:
Executives, Staff and Workers of the Company.
1. Fully integrated gas turbine based power generation coupled
For and on behalf of the Board of Directors
with heat recovery system to generate steam from turbine
exhaust gases. Mukesh D. Ambani
Chairman
2. Tot al utilisation of steam without loosing any heat in
condensers. Mumbai,
April 25, 2007
RELIANCE PETROLEUM LIMITED 11

Report on Corporate Governance


Corporate Governance is the set of policies, processes and practices 1. Company’s philosophy on Code of Governance
by which a company conducts its affairs in pursuit of its business
The Company’s philosophy on corporate governance envisages
goals. It encompasses everyone connected or affected by the activities
attainment of the highest levels of transparency, accountability and
of the corporation – from the board room to senior management to
equity in all facets of its operations, and in all its interactions with its
employees to all other stake holders which includes shareholders,
stakeholders, including shareholders, employees, lenders and the
lenders, suppliers and customers. In fact good governance practices
Government. The Company is committed to achieve and maintain
or their lack, can have an impact on even the environment and
the highest international standards of Corporate Governance. The
community at large.
Company believes that all its actions must serve the underlying goal
Corporate Governance, though multi faceted, rests on the following of enhancing overall shareholder value over a sustained period of
main pillars: time.

1. Transparency 2. Board Composition and Particulars of Directors

2. Accountability Board Composition


3. Fair and equal treatment of all shareholders The Board of Directors of the Company (“the Board”) consists
of 8 Directors, out of which 4 are Independent Directors.
4. Compliance with regulations
Composition of the Board and category of Directors are as
5. Sustainable value creation for all shareholders
follows:
6. Ethical practices
Category Name of the Directors
In this background the Board of Directors and the senior Non-Independent Non-Executive M.D. Ambani – Chairman
management have a special responsibility to ensure that the principles Director H. R. Meswani
of Corporate Governance such as transparency, accountability, P. M. S. Prasad
discharge of fiduciary duties, compliance requirements and above
Jagjeet Singh Bindra*
all, shareholder interest are always at the centre of the company’s
activities. Good Governance can be achieved only if it is embedded Independent Non-Executive Y.P. Trivedi
as part of corporate life in the DNA of the organization. Directors M.P. Modi
Atul S. Dayal
Reliance Petroleum Limited is committed to implement best
Bobby Parikh
Corporate Governance practices. Keeping in view the Reliance
corporate traditions, the Company’s Governance framework is based * The Board has appointed Shri Jagjeet Singh Bindra as an
on the following main principles: Additional Director with effect from July 21, 2006.

 Constitution of a Board of Directors of appropriate composition, Shri David C. Reeves was appointed as an Alternate Director
to Shri Jagjeet Singh Bindra on July 21, 2006. He ceased to
size and commitment to discharge their responsibilities and
hold office as such on October 19, 2006.
duties.
 Ensuring timely f low of information to the Board and its Shri Manoj Modi resigned as Director of the Company on
Committees to enable them discharge their functions effectively. March 27, 2007.
 Independent verification and safeguarding integrity of the Lead Independent Director
Company’s financial reporting. The Board of Directors of the Company designated Shri Y.P. Trivedi
 A sound system of risk management and internal control. as a Lead Independent Director. The role of the Lead Independent
 Timely and balanced disclosure of all material information Director is as follows:
concerning the Company to all stakeholders.
 To preside over meetings of Independent Directors.
 Transparency and accountability.
 To ensure that there is adequate and timely flow of information
 Compliance with all the rules and regulations.
to Independent Directors.
 Fair and equitable treatment of all its stakeholders including
 To liaise between the Chairman, Management and the
employees, customers, shareholders and investors.
Independent Directors.
The Company recognises that good Corporate Governance is a  To preside over meetings of the Board and Shareholders when
continuing exercise and is committed to follow the best international the Chairman is not present and where he is an interested party.
practices in every respect of its corporate endeavour and has decided
 To perform such other duties as may be delegated to the Lead
to have its Corporate Governance policies and practices in line with
Independent Director by the Board/Independent Directors.
international trends in the overall interest of the stakeholders.
In accordance with Clause 49 of the Listing Agreement with the Stock Directors’ Profile
Exchanges in India (Clause 49) and the best practices followed Brief resume of all the Directors, nature of their expertise in specific
internationally on corporate governance, the details of governance functional areas and names of companies in which they hold
systems and processes are as under : directorship and membership/chairmanship of Board Committees
are provided below:
12 Refining Life. Redefining Growth.

a) Shri Mukesh D. Ambani, age 50, is a Chemical Engineer. He is 1. Reliance Industries Limited -Chairman and Managing Director
the son of Late Shri Dhirubhai H. Ambani, Founder Chairman and member of Shareholders’ / Investors’ Grievance
of Reliance Industries Limited (“Reliance”). Shri Ambani joined Committee and Employees Stock Compensation Committee.
Reliance in 1981 and initiated Reliance’s backward integration
2. Indian Petrochemicals Corporation Limited – Chairman
from textiles into polyester fibres and further into petrochemicals,
petroleum refining and oil and gas exploration and production. 3. Pratham India Education Initiative
In this process, he directed the creation of several new world- 4. Reliance Europe Limited
class manufacturing facilities involving diverse technologies that
5. Reliance Retail Limited - Chairman
have raised Reliance’s petrochemicals manufacturing capacities
from less than a million tonnes to thirteen million tonnes per 6. KDA Enterprises Private Limited - Director
year. Shri Mukesh D. Ambani does not hold any equity share of the
Shri Ambani directed and led the creation of the world’s largest Company as on March 31, 2007.
grassroots petroleum refinery at Jamnagar, India, with a present b) Shri Hital R. Meswani, age 38, graduated with honours in the
capacity of 660,000 barrels per day (33 million tonnes per year) Management & Technology programme from University of
integrated with petrochemicals, power generation, port and related Pennsylvania. He received a B.S. Degree in Chemical Engineering
infrastructure, at an investment of Rs 25,000 crore (nearly US$ 6 and B.S. Economics. (equivalent to B.B.A.) from the Wharton
billion).
Business School, both from University of Pennsylvania, U.S.A.
Shri Ambani set up the largest and most complex information He joined Reliance Industries Limited in 1990. He is on the
and communications technology initiative in the world in the form Board of the Reliance Industries Limited as an Executive Director
of Reliance Infocomm Limited (now Reliance Communications since August 4, 1995, with overall responsibility of Petroleum
Limited). Covering more than 1,100 towns and cities across India, Division, all manufacturing and project activities of the group
Reliance Infocomm offers the full range of voice, data, video and including Jamnagar, Patalganga and Hazira complexes.
value added services, on the strength of 80,000 kilometres of
optic fibre-based terabit infrastructure, at the lowest entry cost and Shri Hital R. Meswani is member of the Shareholders’/Investors’
service cost anywhere in the world. Grievance Committee of the Company. Details of his other
directorships and committee memberships are as under:
Shri Ambani is also steering Reliance’s initiatives in a world scale,
offshore, deep water oil and gas exploration and production 1. Reliance Industries Limited – Executive Director and member
program, a pan-India petroleum retail and organised retail of the Shareholders’/Investors’ Grievance Committee and
network. Health, Safety & Environment Committee.
2. Reliance Industrial Investments and Holdings Limited –
Shri Ambani’s Achievements include:
Director and Chairman of the Audit Committee.
 Conferred ‘ET Business Leader of the Year’ Award by The Shri Hital R. Meswani holds 2,88,216 shares of the Company as
Economic Times (India) in the year 2006. on March 31, 2007.
 Had the distinction and honour of being the co-chair at the c) Shri P. M. S. Prasad, age 55, holds a bachelor’s degree in
World Economic Forum Annual Meeting 2006 in Davos, engineering and has been with Reliance Industries Limited (RIL)
Switzerland. for 25 years. He has held various positions in the fibres,
 Ranked 42nd among the ‘World’s Most Respected Business petrochemicals and petroleum businesses of RIL. He currently
Leaders’ and second among the four Indian CEOs featured heads the upstream and refining business, which comprises of
in a survey conducted by Pricewaterhouse Coopers and exploration and production, refining and supply and aromatics.
published in Financial Times, London, November, 2004. He was the project head of the Jamnagar refinery and
petrochemicals complex.
 Conferred the World Communication Award for the ‘Most
Influential Person in Telecommunications in 2004’ by Total Shri P.M.S. Prasad is Manager and Chief Executive Officer of the
Telecom, October, 2004. Company. Details of his other directorships and committee
 Chosen ‘Telecom Man of the Year 2004’ by Voice and Data memberships are as under:
magazine, September, 2004. 1. Reliance Gas Transportation and Infrastructure Limited -
 Ranked 13th in Asia’s Power 25 list of ‘The Most Powerful Director and member of the Audit Committee
People in Business’ published by Fortune magazine, August, 2. Reliance Jamnagar Infrastructure Limited - Director and
2004. member of the Audit Committee
 Conferred the ‘Asia Society Leadership Award’ by the Asia 3. Reliance KGD Private Limited - Director
Society, Washington D.C., USA, May, 2004.
4. Reliance Upstreams Private Limited - Director
 Ranked No.1 for the second consecutive year, in The Power 5. Delphinus Commercial Private Limited – Director
List 2004 published by India Today, March, 2004.
6. Jamnagar Kandla Pipeline Company Limited - Director
Details of directorships and committee memberships of Shri
7. Jamnagar Ratlam Pipeline Company Limited - Director
Mukesh D. Ambani are as under:
Shri P. M. S. Prasad holds 14,411 shares of the Company as on
March 31, 2007.
RELIANCE PETROLEUM LIMITED 13

d) Shri Jagjeet Singh Bindra, age 59, is President, Global Refining Shri Y.P. Trivedi holds 14,411 shares of the Company as on March
for Chevron. In this role, he is responsible for leading the 31, 2007.
Chevron Corporation’s worldwide refining operations. He
received a bachelor’s degree in chemical engineering from the f) Shri M.P. Modi, age 68, has held high positions in the
IIT, Kanpur in 1969 and a Master’s degree in chemical engineering Government of India as Chairman of Telecom Commission;
from the University of Washington at Seattle in 1970. He earned Secretary, Ministry of Coal; Special Secretary, Insurance and Joint
a master’s degree in business administration with honours from Secretary, Ministry of Petroleum, Chemicals and Fertilisers. He
St. Mar y’s College in Moraga, California, in 1979. He joined has considerable management experience, particularly in the fields
Chevron in 1977 as a research engineer and since then gradually of energy, insurance, petrochemicals and telecom.
moved to current position. Shri M.P. Modi is member of the Audit Committee and
Shareholders’/Investors’ Grievance Committee of the Company.
Shri Jagjeet Singh Bindra is not a director in any other company
Details of his other directorships and committee memberships
incorporated in India.
are as under:
Shri Jagjeet Singh Bindra does not hold any share of the Company 1. Reliance Industries Limited – Director and member of the
as on March 31, 2007. Audit Committee, Employees Stock Compensation Committee
e) Shri Y.P. Trivedi, age 78, is practicing as Senior Advocate, and Corporate Governance and Stakeholders’ Interface
Supreme Court. He is holding important positions in various Committee
fields viz., economic, professional, political, commercial, 2. ICICI Prudential Life Insurance Company Limited – Director
education, medical, sports and social fields. He has received various and Chairman of the Audit Committee.
awards and merits for his contribution in various fields. He was
a Director in Central Bank of India and Dena Bank amongst many Shri M.P. Modi holds 14,411 shares of the Company as on March
other reputed companies. He is also the past President of Indian 31, 2007.
Merchants’ Chamber and presently on the Managing Committee g) Shri Atul S. Dayal, age 58, holds a bachelor’s degree in science
of ASSOCHAM and International Chamber of Commerce. and an LLB. He is a solicitor and has been in practice since 1974.
Shri Y.P. Trivedi is the Chairman of the Audit Committee and From April 1998, he has been practicing as a sole proprietor of
Messrs A S Dayal and Associates focussing on the areas of corporate
Shareholders’/Investors’ Grievance Committee of the Company.
Details of his other directorships and committee memberships law, indirect taxation and international commercial contracts.
are as under: Details of other directorships and committee memberships of Shri
Atul S Dayal are as under:
1. Reliance Industries Limited – Director and Chairman of the
Audit Committee, Corporate Governance & Stakeholders 1. Reliance Retail Finance Limited - Director
Interface Committee, Retail Business Committee, Committee 2. Arcadia Estates and Developments Private Limited - Director
of Independent Directors and Employees Stock Compensation
3. Gammon India Limited - Director
Committee, member of Shareholder’s / Investor Grievance
Committee and Remuneration Committee. 4. Goa Publications Private Limited - Director
2. Birla Power Solutions Limited – Director and Chairman of 5. Harbringers Developers Private Limited - Director
the Audit Committee 6. Millennium Developers Private Limited - Director
3. Clare Mont Trading Private Limited - Director 7. Novation Developers Private Limited - Director
4. Colosseum Sports & Recreation International - Director 8. Pavna Agro Farms Private Limited - Director
5. Metro Exporters Private Limited - Director 9. Prime Tradecom Private Limited - Director.
6. Monica Travels Private Limited - Director 10. Pudumjee Agro Industries Limited - Director
7. New Consolidated Construction Company Limited - Director
11. SMS Biopharma Private Limited - Director
and member of the Audit Committee and Remuneration
Committee. 12.Spectrum Informative Services Private Limited - Director
8. Safari Industries (India) Limited – Director Shri Atul S. Dayal holds 14,411 shares of the Company as on
9. Sai Service Station Limited – Chairman and member of the March 31, 2007.
Audit Committee h) Shri Bobby Parikh, age 43, is a graduate of the Bombay University
10. Seksaria Biswan Sugar Factory Limited - Director and member and a Chartered Accountant. He joined Arthur Andersen in 1984
and specialised in the area of tax and business advisory services
of the Audit Committee and Remuneration Committee
and he was made a partner in 1995 and assumed responsibility
11. Supreme Industries Limited - Director as the Country Managing Partner for Andersen in 1998. In 2002,
12.Telstar Travels Private Limited - Director he became the Chief Executive Officer of Ernst & Young in India
and held that position until 2003. In 2004, he joined others to
13.Trivedi Consultants Private Limited - Director
form BMR & Associates, a professional services firm focused on
14. Zandu Pharmaceuticals Works Limited - Director and Chairman providing tax and regulatory services.
of the Audit Committee Shri Bobby Parikh is member of the Audit Committee of the
15.Zodiac Clothing Company Limited – Director and member Company and a director on the Board of Erix Advisors Private
of the Audit Committee and Compensation Committee. Limited.
14 Refining Life. Redefining Growth.

Shri Bobby Parikh holds 36,662 shares of the Company as on  Quarterly summary of all long-term borrowings made,
March 31, 2007. bank guarantees issued, loans and investments made.
3. Board Meetings, Committee Meetings and Procedures  Internal Audit findings and External Audit
Management Reports (through the Audit Committee)
A. Institutionalised Decision Making Process
 Status of business risk exposures, its management and
With a view to institutionalise all corporate affairs and set up related action plans.
systems and procedures for advance planning for matters
requiring discussion/ decisions by the Board, the Company  Making loans and investment of surplus funds.
has defined guidelines for the meetings of the Board and  General notices of interest of directors.
Committees thereof. These Guidelines seek to systematise the
decision making process at the meetings of the Board/  Terms of reference of Board Committees.
Committees in an informed and efficient manner. (v) The Chairman of the Board and the Company Secretary
B. Scheduling and Selection of Agenda Items for Board Meetings in consultation with other concerned team members of
(i) Minimum four Board Meetings are held in each year, the senior management, finalise the agenda papers for the
which are pre-scheduled. Apart from the four pre- Board meetings.
scheduled Board Meetings, additional Board Meetings C. Board Material Distributed in Advance
can be convened by giving appropriate notice to address
the specific needs of the Company. In case of business a. Agenda and Notes on Agenda are circulated to the
exigencies or urgency of matters, resolutions are passed Directors, in advance, in the defined Agenda format. All
by circulation. material information is incorporated in the Agenda
Papers for facilitating meaningful and focussed discussions
(ii) The meetings are normally held at the Company’s
at the meeting. Where it is not practicable to attach any
Corporate Of fice at Maker Chambers IV, 222,
document to the Agenda, the same is tabled before the
Nariman Point, Mumbai 400 021.
meeting with specific reference to this effect in the
(iii) All departments of the Company are encouraged to Agenda.
plan their functions well in advance, particularly with
regard to matters requiring discussion / approval / b. In special and exceptional circumstances, additional or
decision at the Board / Committee Meetings. All such supplementary item(s) on the agenda are permitted.
matters are communicated to the Company Secretary Sensitive subject matters may be discussed at the meeting
in advance so that the same could be included in the without written material being circulated in advance.
Agenda for the Board / Committee Meetings.
D. Recording Minutes of Proceedings at Board and Committee
(iv) The Board is given presentations covering Industry Meetings
Environment, Project Implementation, Project
Financing and operations of the Company, before The Company Secretary records the minutes of the
taking on record the status of project implementation proceedings of each Board and Committee meeting. Draft
for the preceding quarter at each of the pre-scheduled minutes are circulated to all the members of the Board /
Board Meetings. Committee for their comments. The finalised minutes of
proceedings of a meeting are entered in the Minutes Book
The information placed before the Board includes:
within 30 days from the conclusion of that meeting.
 Business plans, capital budgets and any updates.
E. Post Meeting Follow-up Mechanism
 Quarterly financial statement and status of project
implementation and expected date of commissioning The Guidelines for Board and Committee meetings facilitate
of the project. an effective post meeting follow-up, review and reporting
 Quarterly status relating to unutilised money raised process for the decisions taken by the Board and Committees
by the company through the Initial Public Offer and thereof. Action taken report on the decisions/minutes of the
the form in which the same has been invested. previous meetings(s) is placed at the immediately succeeding
meeting of the Board/Committee for noting by the Board/
 Minutes of meetings of the Audit Committee and other
Committee.
Committees of the Board, as also abstracts of
Resolutions passed by circulation, if any. F. Compliance
 Appointment or resignation of Chief Financial Officer
The Company Secretary while preparing the agenda, notes
and Company Secretary.
on agenda, minutes etc. of the meeting(s), is responsible for
 Details of any joint venture, acquisitions of companies and is required to ensure adherence to all the applicable laws
or collaboration agreement. and regulations including the Companies Act, 1956 read
 Quarterly details of foreign exchange exposures and with the Rules issued thereunder and to the extent feasible,
the steps taken by management to limit the risks of the Secretarial Standards recommended by the Institute of
adverse exchange rate movement, if material. Company Secretaries of India, New Delhi.
RELIANCE PETROLEUM LIMITED 15

4. Attendance of Directors at Board Meetings, last Annual 292A of the Companies Act, 1956 and Clause 49 of the
General Meeting and number of other Directorships and Listing Agreement.
Chairmanships / Memberships of Committees of each Director Shri Ramesh Kumar Damani, Company Secretary, is the
in various companies Secretary to the Audit Committee. Executives of Finance
Name of the Board No. of Directorships and Committee Department, Secretarial Department, Head of Internal
Director Meetings Memberships/Chairmanships Audit and Representatives of the Statutory Auditors are
Other Committee Committee invited to attend the Audit Committee Meetings.
Directorships 2 Memberships 3 Chairmanships 3
The primary objective of the Audit Committee is to
M.D. Ambani 4 3 1 0
monitor and effectively supervise the Company’s financial
H.R. Meswani 4 2 2 1 reporting process with a view to provide accurate, timely
P. M. S. Prasad 3 4 2 0 and proper disclosures and the integrity and quality of
J. S. Bindra1 3 0 0 0 the financial reporting.
Y.P. Trivedi 4 10 9 5 The terms of reference/powers of the Audit Committee
M. P. Modi 4 2 3 1 has been specified by the Board of Directors as under :
Atul S. Dayal 4 3 0 0 A. The Audit Committee shall have the following
Bobby Parikh 3 0 1 0 powers:-
Shri Manoj Modi resigned as a Director of the Company on March 1. To investigate any activity within its terms of
27, 2007. He had attended all the meetings of the Board during his reference.
tenure.
2. To seek information from any employee.
The last Annual General Meeting held on April 28, 2006 was not
attended by the directors. 3. To obt ain outside legal or other professional
1
advice.
The Board appointed Shri Jagjeet Singh Bindra as an Additional
Director with effect from July 21, 2006. 4. To secure attendance of outsiders with relevant
2
expertise, if it considers necessary.
The Directorships held by Directors, do not include Alternate
Directorships and Directorships of Foreign Companies, Section B. The role of the Audit Committee shall include the
25 Companies and Private Limited Companies. following:
3
In accordance with Clause 49 of the Listing Agreement, 1. Oversight of the company’s financial reporting
Memberships / Chairmanships of only the Audit Committees process and the disclosure of its financial
and Shareholders’/Investors’ Grievance Committees of all information to ensure that the financial statements
Public Limited Companies have been considered. are correct, sufficient and credible.
5. Number of Board Meetings held and the dates on which held 2. Recommending to the Board, the appointment,
Four Board meetings were held during the year. The Company re-appointment and, if required, the replacement
has held at least one Board meeting in every three months and or removal of the statutory auditors and the
the maximum time gap between any such two meetings was not fixation of the audit fees.
more than four months. The details of the Board meetings are as 3. Approval of payment to the statutory auditors for
under: any other services rendered by the statutory
Sl. Date Board No. of Directors auditors.
Strength Present 4. Reviewing, with the management, the annual
1 April 25, 2006 8 7 financial statements before submission to the
2 July 21, 2006 9 9 Board for approval, with particular reference to:
3 October 19, 2006 9 9  Matters required to be included in the
4 January 12, 2007 9 8 Directors’ Responsibility Statement to be
included in the Board’s report in terms of
6. Board Committees
clause (2AA) of Section 217 of the Companies
A. Standing Committees Act, 1956.
Details of the Standing Committees of the Board and other  Changes, if any, in accounting policies and
related information are provided hereunder practices and reasons for the same.
(i) Audit Committee  Major accounting entries involving estimates
based on the exercise of judgment by the
The Board has constituted Audit Committee, comprising
management.
three Independent Non-Executive Directors, namely Shri
Y.P. Trivedi, Chairman, Shri M.P. Modi and Shri Bobby  Significant adjustments made in the financial
Parikh. All the members of the Audit Committee possess statements arising out of audit findings.
financial / accounting expertise. The constitution of the  Compliance with listing and other legal
Audit Committee meets the requirements of Section requirements relating to financial statements.
16 Refining Life. Redefining Growth.

 Disclosure of related party transactions, if any. Attendance of each Member of Audit Committee at
 Qualifications in the draft audit report. meetings held during the year

5. Reviewing, with the management, the quarterly Name of Member of No. of


financial statements before submission to the Audit Committee meetings attended
Board for approval. Shri Y.P. Trivedi, Chairman 4
6. Reviewing, with the management, performance of Shri M. P. Modi 4
statutory and internal auditors and adequacy of Shri Bobby Parikh 3
the internal control systems. Four Committee meetings were held during the year.
7. Reviewing the adequacy of internal audit function, The details of the meetings are as under:
if any, including the structure of the internal audit Sl. Date Committee No. of
department, staffing and seniority of the official
Strength Members
heading the department, reporting structure present
coverage and frequency of internal audits.
1 April 25, 2006 3 2
8. Discussion with internal auditors regarding any
significant findings and follow up thereon. 2 July 21, 2006 3 3
3 October 18, 2006 3 3
9. Reviewing the findings of any internal
investigations by the internal auditors into matters 4 January 12, 2007 3 3
where there is a suspected fraud or irregularity or (ii) Shareholders’/ Investors’ Grievance Committee
a failure of internal control systems of a material The Board has constituted Shareholders’ / Investors’
nature and reporting the matter to the Board. Grievance Committee (“the Committee”), comprising
10. Discussion with statutory auditors before the audit Shri Y.P. Trivedi (Chairman), Shri M. P. Modi and Shri H.
commences, about the nature and scope of the R. Meswani.
audit as well as post-audit discussion to ascertain The Committee, inter alia, oversees and reviews all
any area of concern. matters connected with the investor services in connection
11. To look into the reasons for substantial defaults, with applications received and shares allotted in the Initial
if any, in the payment to the depositors, debenture Public Offer, status of refund account, conversion of partly
holders, shareholders (in case of non payment of paid shares into fully paid, rematerialisation and
declared dividends) and creditors. dematerialisation of shares and transfer of shares of the
Company. The Committee oversees performance of the
12.To review the functioning of the Whistle Blower
Registrar and Transfer Agents of the Company and
mechanism, if and when introduced.
recommends measures for overall improvement in the
13.Carrying out such other function as may be quality of investor services. The Committee also monitors
specifically referred to the Committee by the Board implementation and compliance of the Company’s Code
of Directors and / or other Committee(s) of of Conduct for Prohibition of Insider Trading in
Directors of the Company. pursuance of SEBI (Prohibition of Insider Trading)
C. Information for Review: Regulations, 1992. The Board has delegated the power
of approving transfer of securities to Company Secretary
1. Management discussion and analysis of financial of the Company.
condition and results of operations.
During the year, the Committee met four times, details
2. Statement of significant related party transactions of which are as under:
(as may be defined by the audit committee),
submitted by management. Sl. Date Committee No. of
Strength Members
3. Management letters / letters of internal control present
weaknesses issued by the statutory auditors.
1 June 26, 2006 3 3
4. Internal audit reports relating to internal control
weaknesses. 2 October 18, 2006 3 2
5. Appointment, removal and terms of remuneration 3 December 23, 2006 3 2
of the Chief Internal Auditor. 4 March 27, 2007 3 3
6. Uses / application of funds raised through public Compliance Officer
issues, rights issues, preferential issues, etc. Shri Ramesh Kumar Damani, Company Secretary is the
7. The Annexure and Proforma of the Cost Audit Compliance Officer for complying with the requirements
Reports before submission to the Board for of the Listing Agreement with the Stock Exchanges in
approval. India and Shri Atul Kumar Tandon, Assistant Company
Secretary is the Compliance Officer for complying with
D. Review of the financial statements of the unlisted
the requirements of SEBI (Prohibition of Insider Trading)
subsidiary Company(ies), in particular, the investments
Regulations, 1992.
made by them, if any.
RELIANCE PETROLEUM LIMITED 17

Investor Grievance Redressal with respect to specific purposes. Meetings of such


The Company received over 21 lakhs applications in the Committees are held as and when the need arises. Time
schedule for holding the meetings of such functional
Initial Public Offer and allotted shares to 12.55 lakh
shareholders. committee(s) are finalised in consultation with the
Committee Members.
The Company proactively redressed the investors
complaints on a high priority basis. Some of the steps The Board constituted the IPO Committee, comprising Shri
Hital R. Meswani, Shri P.M.S. Prasad, Shri Manoj Modi,
taken by the Company are:
Shri Atul S Dayal, Shri Y.P. Trivedi and Shri M. P. Modi to
 Investor Relationship Centres of the Registrar spread deal with all the matters relating to initial public offer of
across the Country contacted the respective Investors equity shares of the Company.
at their addresses.
The Board dissolved the IPO Committee on October 19,
 Telephone calls made to the investors wherever 2006, as the objectives for which the Committee was
details were available. constituted were achieved.
 Refund warrants were deposited directly in the Bank Procedure at Committee Meetings
Accounts of the investors having ‘anywhere banking’
The Company’s guidelines relating to Board meetings are
facility to ensure immediate credit of the funds to the applicable to Committee meetings as far as may be
investors’ accounts and avoid loss of warrants in practicable. Each Committee has the authority to engage
transit.
outside experts, advisers and counsel to the extent it
 Reminders were sent to the investors whose warrants considers appropriate to assist it in its work. Minutes of the
remained unencashed. proceedings of the Committee meetings are placed before
 All correspondence/grievances from the investors
the Board meetings for perusal and noting.
were attended to and resolved within 2 days. 7. Remuneration to Directors

 The company appointed a firm of Chartered


The Directors of the Company except Shri Mukesh D.
Accountants to conduct concurrent audit of investor Ambani, Shri Hital R. Meswani and Jagjeet Singh Bindra
are paid sitting fee at the rate of Rs. 20,000 for attending
services matters including correspondence with the
investors to ensure timely and error-free services to each meeting of the Board and/or Committee thereof.
the investors. Sitting Fee paid to the Directors for 2006-2007 is as per
details below:
Reducing number of complaints from investors.
Sr. Name of the Director Sitting Fees Paid (Rs.)
No
1. Shri Manoj Modi 1,40,000
2. Shri P M S Prasad 80,000
3. Shri Y P Trivedi 2,60,000
4. Shri M P Modi 2,60,000
5. Shri Atul S Dayal 1,20,000
6. Shri Bobby Parikh 1,20,000

8. Code of Business Conduct and Ethics for Directors and


Senior Management
During the year under review, the Company received over
The Company is committed to conducting business in
21 lakhs applications in the Initial Public Offer, and
accordance with the highest standards of business ethics and
allotted shares to 12.55 lakhs shareholders on May 3,
complying with applicable laws, rules and regulations.
2006. Subsequent to the allotment, during the year
under review, the Company had received 17846 The Company believes that a good corporate governance
complaints for non receipt of refund orders and these structure would not only encourage value creation but also
complaints were resolved. provide accountability and control systems commensurate
with the risks involved.
There were no outstanding complaints as on March 31,
2007. The Board of Directors at its meeting held on July 21, 2006
adopted the Code of Business Conduct and Ethics for
For effective and efficient grievance management, the Directors and Senior Management (“the Code”). A copy of
Company has dedicated e-mail id, investor_relations@ the Code has been put on the Company’s website
reliancepetroleum.com www.reliancepetroleum.com.
B. Functional Committee The Code has been circulated to all the members of the
Board and Senior Management and the compliance of the
The Board may, from time to time, constitute one or more same has been affirmed by them. A declaration signed by
Functional Committees delegating thereto powers and duties
the Chief Executive Officer is given below:
18 Refining Life. Redefining Growth.

“I hereby confirm that the Company has obtained from all the b. Details of non-compliance by the Company, penalties,
members of the Board and Senior Management, affirmation that strictures imposed on the Company by Stock Exchanges or
they have complied with the Code of Business Conduct and SEBI, or any other statutory authority, on any matter
Ethics for Directors and Senior Management in respect of the related to capital markets, during the last three years.
financial year 2006-07.” There has been no instance of non-compliance by the
P M S Prasad Company on any matter related to capital markets since
Chief Executive Officer incorporation and hence no penalties or strictures have been
9. Corporate Governance Manual imposed on the Company by the Stock Exchanges or SEBI
or any other statutory authority.
The Board of Directors of the Company, approved and adopted
a comprehensive Corporate Governance Manual setting out the 12. Means of communication
procedures for effective functioning of the Board and its  Quarterly Disclosures: Quarterly Disclosures are published
Committees. It also incorporates the Code of Business Conduct in “Indian Express” (English Daily) and “Loksatta Jansatta”
and Ethics for Directors and Senior Management, Code of Ethics (Gujarati Daily) newspapers.
for Employees and Policy on Prohibition of Insider Trading. The  News Release, Presentation etc. : Official news releases,
Policy conforms to the provisions of the SEBI (Prohibition of presentations made to media, analysts, institutional investors,
Insider Trading) Regulations, 1992 and with the model code etc. are displayed on the company’s website
suggested therein. These policies will be constantly monitored www.reliancepetroleum.com.
and reviewed by the Board from time to time.
 Website: The Company’s website www.
10. General Body Meetings reliancepetroleum.com contains a separate dedicated section
The Company was incorporated on October 24, 2005 and has “investor relations” where shareholders information is
convened so far one Annual General Meeting. The location, date available. Full Annual Report is also available on the website
and time of the Annual General Meeting convened by the in a user-friendly and downloadable form.
Company is as follows:  Annual Report : Annual Report containing, inter alia,
Year AGM Location Date Time Directors’ Report, Auditors’ Report, Audited Annual
2005-06 1st AGM Motikhavdi, April 28, 11.00 Accounts and other important information is circulated to
P.O. Digvijaygram, 2006 a.m. Members and others entitled thereto. The Management’s
District Jamnagar 361 140 Discussion and Analysis (MD&A) Report forms part of the
Annual Report.
There was no Special Resolution passed by the Company at the
last Annual General Meeting. During the year ended March 31,  SEBI EDIFAR : The required disclosures to the extent
2007, no resolution was passed by the Company’s Members applicable are also posted on the SEBI EDIFAR website
through postal ballot. At the ensuing Annual General Meeting www.sebiedifar.nic.in.
also, there is no resolution proposed to be passed through 13. General Shareholder Information
postal ballot. 13.1. Annual General Meeting
11. a. Disclosures on materially significant related party Date, Time and Venue Monday, July 16, 2007 at
transactions i.e. transactions of the Company of material 3.00 p.m. at Motikhavdi,
nature, with its promoters, the directors or the P.O. Digvijaygram, District
management, their relatives, or subsidiaries, etc. that may Jamnagar-361 140 Gujarat
have potential conflict with the interests of the Company at
large. 13.2. Financial Calendar (tentative)
None of the transactions with any of the related parties were Financial Year April 1 to March 31
in conflict with the interest of the Company. Attention of Results for the quarter Last week of July, 2007
Members is drawn to the disclosures of transactions with ending June 30, 2007
the related parties set out in Notes on Accounts – Schedule Results for quarter Last week of October, 2007
‘J’, forming part of the Annual Report. ending September 30,
The Company’s related party transactions are generally with 2007
its Holding Company and Associates. The related party Results for quarter Last week of January, 2008
transactions are entered into based on considerations of ending December 31,
various business exigencies such as synergy in operations, 2007
optimization of Company’s resources, legal requirements, Results for year ending Last week of April, 2008
liquidity and capital resources. March 31, 2008
All related party transactions are negotiated on arms length Annual General Meeting July, 2008
basis and are only intended to further the interests of the
Company.
RELIANCE PETROLEUM LIMITED 19

13.3. Book Closure Period RPL Share Price on BSE


July 9, 2007 to July 16, 2007 (both days inclusive) for
annual general meeting.
13.4.(a) Listing of Equity Shares on Stock Exchanges and
Payment of Listing Fee
Bombay Stock Exchange Limited, (BSE)
Phrioze Jeejeebhoy Towers, Dalal Street,
Mumbai 400 001
National Stock Exchange of India Limited (NSE),
“Exchange Plaza”,Bandra-Kurla Complex, Bandra (E),
Mumbai 400 051
RPL Share Price on NSE
Annual listing fee for the year 2006-07, has been paid
by the Company to BSE and NSE.
13.5.(a) Stock Code
Scrip Code - Bombay Stock Exchange - ‘532743’
Trading Symbol - National Stock Exchange - ‘RPL’
(b) Demat ISIN Numbers in NSDL & CDSL for Equity
Shares
ISIN No. INE475H01011
13.6. Stock Market Data
Subsequent to the initial public offer, equity shares of the 13.7. Share price performance in comparison to broad based
Company were listed on Bombay Stock Exchange Limited indices – BSE Sensex and NSE Nifty
and The National Stock Exchange of India Limited on
May 11, 2006 RPL Share price performance relating to BSE Sensex
RPL Sensex
Bombay Stock National Stock
Exchange (BSE) Exchange (NSE) 75.00 16000.00
14000.00
(In Rs. per share) (In Rs. per share) 70.00 12000.00

SENSEX
10000.00
Month’s Month’s Month’s Month’s
RPL

65.00 8000.00
High Low High Low 6000.00
60.00 4000.00
Price Price Price Price 2000.00
55.00 0.00
May, 2006 101.95 64.00 105.00 64.10 May- Jun- Jul- Aug- Sep- Oct- Nov- Dec- Jan- Feb- Mar-
06 06 06 06 06 06 06 06 07 07 07
June, 2006 70.20 58.70 70.90 58.05
July, 2006 63.20 51.00 63.95 59.10
RPL Share price performance relating to NSE Nifty
August, 2006 68.00 60.00 66.10 60.00
September, 68.55 63.05 68.60 63.05
2006
October, 2006 67.50 63.80 67.50 63.00
November, 69.50 56.00 69.50 63.55
2006
December, 66.20 62.10 66.45 58.10
2006
January, 2007 71.00 62.00 70.70 58.10
February, 2007 72.00 65.00 71.70 65.00
March, 2007 75.70 64.55 75.70 63.55
Source : BSE & NSE websites.
20 Refining Life. Redefining Growth.

13.8 Registrars and Transfer Agents Top 10 Shareholders as on March 31, 2007
Karvy Computershare Private Limited Sl. Name of No of % to total
46, Avenue 4, Street No.1 Banjara Hills, No Shareholder Shares Share-
Hyderabad 500 034. Held holding
E-mail: rplinvestor@karvy.com 1 Reliance Industries Limited 3375000000 75.00
Telephone Nos.: +91 - 40 - 23320666/23320711/23323037
2 Chevron India Holdings Pte Ltd. 225000000 5.00
13.9. Share Transfer System 3 Life Insurance Corporation of India 82176682 1.83
Presently, the share transfers which are received in physical 4 Fidelity Shares and Securities
form are processed and the share certificates returned Private Limited 75000000 1.67
within a period of 7 days from the date of receipt, subject 5 State Bank of India 52000000 1.16
to the documents being valid and complete in all respects. 6 Goldman Sachs Investments 47006197 1.03
The Board has delegated the authority for approving (Mauritius) I Ltd.
transfer, transmission etc. of the Company’s securities to 7 Industrial Development Bank of 33612406 0.75
the Company Secretary of the Company. A summary of India Limited
transfer / transmission of securities of the Company so
8 Alaska Mercantile Company 26691798 0.59
approved by officers, is placed at every Board Meeting.
Private Limited
The Company obtains from a company secretary in
9 Global Investment House (K.S.C.C.) 22000000 0.49
practice half-yearly certificate of compliance with the share
transfer formalities as required under Clause 47(c) of the 10 Punjab National Bank 21500000 0.48
Listing Agreement with Stock Exchanges and files a copy of Total 3959987083 88.00
the certificate with the Stock Exchanges. Shareholding Pattern by Size
13.10.Distribution of Shareholding as on March 31, 2007 Electronic Physical Total
Sl. Category Holders Shares Holders Shares Holders Shares % to
No. (Shares) total
Shares
1 1 - 500 1157018 162456904 130 21258 1157148 162478162 3.61
2 501 - 1000 53218 40389586 6 4620 53224 40394206 0.90
3 1001 - 2000 21011 29446930 4 6000 21015 29452930 0.65
4 2001 - 3000 5249 13011465 4 10725 5253 13022190 0.29
5 3001 - 4000 1947 6811128 1 3500 1948 6814628 0.15
6 4001 - 5000 1533 7217375 1 4500 1534 7221875 0.16
7 5001 - 10000 2227 15845781 2 17500 2229 15863281 0.35
8 10001 - 20000 943 12958560 0 0 943 12958560 0.29
Share Ownership Pattern as on March 31, 2007 9 Above 20000 712 4211794168 0 0 712 4211794168 93.60
TOTAL 1243858 4499931897 148 68103 1244006 4500000000 100.00
Sl. Category No. of %
Shares Held 13.11.Dematerialisation of Shares
1 Promoters: Over 99.99% of the Company’s Paid up Equity Share
Reliance Industries 3375000000 75.00 Capital is in dematerialised form as on March 31, 2007.
Limited Trading in Equity Shares of the Company is permitted only
Chevron India 225000000 5.00 in dematerialised form as per notification issued by SEBI
Holdings Pte. Ltd. Liquidity
2 Mutual Funds & UTI 3584553 0.08 The Company’s Equity Shares are among the most liquid
3 Banks, Financial 289495706 6.44 and actively traded shares on the Indian Stock Exchanges.
Institutions and Relevant data for the average daily turnover for the
Insurance Companies financial year 2006-2007 is given below:
4 FIIs 138309957 3.07 BSE NSE BSE + NSE
5 Private Corporate 165623703 3.68 No. of shares 405650986 1114942960 1520593946
Bodies Value 295944 832649 1128593
6 Indian Public 293484076 6.52 (Rs. Lacs)
7 NRI 9502005 0.21 [Source : This information is compiled from the data
available from the websites of BSE and NSE]
Grand Total 4500000000 100.00
RELIANCE PETROLEUM LIMITED 21

13.12. Outstanding GDRs/Warrants and Conver tible 15. Adoption of Non-Mandatory Requirements of Clause 49
Instruments
The Company is a start – up Company in the project
The Company has not issued any GDRs / Warrants or implementation stage. The Company complies with the
any other instrument, which is convertible into Equity following Non-mandatory requirements stipulated under Clause
Shares of the Company. 49 of the Listing Agreement:
13.13 Locations of Manufacturing Facilities
Remuneration Committee
The Company is setting up a Petroleum refiner y and
The Company does not have any executive director and hence
Polypropylene Plant at:
constitution of Remuneration Committee is not required.
Special Economic Zone, Taluka Lalpur
Dist. Jamnagar – 361 140 Gujarat, India. Audit Qualification

13.14 Address for Correspondence: The Company has no audit qualification in its financial
statements.
(i) Investor Correspondence - For any query relating to
the shares of the Company. Whistle Blower Mechanism
For Shares held in Physical form The Company promotes ethical behaviour in all its business
activities and has put in place mechanism of reporting illegal or
Karvy Computershare Private Limited
46, Avenue 4, Street, No. 1 Banjara Hills unethical behaviour. Employees are free to report existing /
Hyderabad – 500 034. probable violations of laws, rules, regulations or unethical
E-Mail: rplinvestor@karvy.com conduct to their immediate supervisor / notified person. The
reports received from any employee are reviewed by the Board.
For Shares held in Demat form The Directors and Senior Management are obligated to maintain
To the investors’ Depository Participant(s) and/or confidentiality of such reporting violations and ensure that the
Karvy Computershare Private Limited whistle blowers are not subjected to any discriminatory practices.
(ii) For grievance redressal and any query on Annual 16. Secretarial Audit Report
Report The Company has voluntarily appointed Dr. K. R. Chandratre,
Secretarial Department, Practicing Company Secretary to conduct secretarial audit of the
Reliance Petroleum Limited Company, who has submitted his report confirming compliance
3 rd Floor, Maker Chambers IV with all the applicable provisions and various corporate laws.
222 Nariman Point Mumbai 400 021 The Secretarial Audit Report forms part of the Annual Report.
Email: investor_relations@reliancepetroleum.com 17. Capital Integrity Audit
14. Compliance Certificate of the Auditors
The Audit Report, confirming that the total issued capital of the
Certificate from the Auditors of the Company, Messrs. Deloitte Company is in agreement with the total number of shares in
Haskins and Sells, Chartered Accountants and Messrs. physical form and the total number of dematerialised shares held
Chaturvedi & Shah, Chartered Accountants confirming with NSDL and CDSL, is placed before the Board on a
compliance with the conditions of Corporate Governance as quarterly basis. A copy of the Audit Report is submitted to the
stipulated under Clause 49, is forming part of the Annual Stock Exchanges where the securities of the Company are listed.
Report.
22 Refining Life. Redefining Growth.

Secretarial Audit Report


The Board of Directors l) transfers and transmissions of the Company’s shares and issue
Reliance Petroleum Limited and delivery of certificates of shares;
Motikhavdi, P.O. Digvijayagram 361 140,
m) borrowings;
Gujarat,
I have examined the registers, records and documents of Reliance n) investment of Company’s funds including inter corporate loans
Petroleum Limited (“the Company”) for the financial year ended on and investments and loans to Directors and others;
March 31, 2007 according to the provisions of- o) contracts, common seal, registered office and publication of
name of the Company; and
 The Companies Act, 1956 and the Rules framed under that Act;
p) generally, all other applicable provisions of the Act and the
 The Depositories Act, 1996 and the Bye-laws framed under that
Act; Rules made under that Act.

 The Securities and Exchange Board of India (Substantial 2) I further report that the Company has complied with the
provisions of Companies Act, 1956; Securities Contract
Acquisition of Shares and Takeovers) Regulations, 1997
(Regulation) Act, 1956; Securities and Exchange Board of India
 The Securities and Exchange Board of India (Prohibition of (Disclosure & Investor Protection) Guidelines, 2000; Depositories
Insider Trading) Regulations, 1992; and Act, 1996 and Listing Agreements in connection with the Initial
Public Offer of Equity Shares of the Company.
 The Listing Agreement with Bombay Stock Exchange Limited and
National Stock Exchange of India Limited. 3) I further report that:

1) Based on my examination and verification of the records produced a) the Company’s Directors have complied with the requirements
to me and according to the information and explanations given to as to disclosure of interests and concerns in contracts and
me by the Company, I report that the Company has, in my arrangements, shareholdings / debenture holdings and
opinion, complied with the provisions of the Companies Act, 1956 directorships in other companies and interests in other
(“the Act”) and the Rules made under the Act and Memorandum entities.
and Articles of Association of the Company, with regard to: b) there was no prosecution initiated against or show cause notice
a) maintenance of various statutory registers and documents and received by the Company and no fines or penalties were
making necessary entries therein; imposed on the Company under the Act against the Company,
its Directors and Officers.
b) forms, returns, documents and resolutions required to be filed
with the Registrar of Companies; 4) I further report that the Company has complied with the
c) service of documents by the company on its Members, and provisions of the Depositories Act, 1996 and the Bye-laws framed
Registrar of Companies. thereunder by the Depositories with regard to dematerialisation /
rematerialisation of securities and reconciliation of records of
d) Notice of Board meetings and Committee meetings of dematerialized securities with all securities issued by the Company.
Directors;
5) I further report that:
e) the meetings of Directors and Committees of Directors
including passing of resolutions by circulation; a) the Company has complied with the requirements under the
f) the 1st annual general meeting held on April 28, 2006; Listing Agreements entered into with Bombay Stock Exchange
Limited and National Stock Exchange of India Limited.
g) minutes of proceedings of General Meetings and of Board
and other meetings; b) the Company has complied with the provisions of the
Securities and Exchange Board of India (Substantial
h) approvals of shareholders, the Board of Directors, the Acquisition of Shares and Takeovers) Regulations, 1997 with
Committee of Directors and government authorities, wherever regard to the disclosures and maintenance of records required
required; under the Regulations.
i) constitution of the Board of Directors and appointment,
c) the Company has complied with the provisions of the
retirement and re-appointment of directors;
Securities and Exchange Board of India (Prohibition of Insider
j) appointment of Manager Trading) Regulations, 1992 with regard to disclosures and
k) appointment and remuneration of Auditors; maintenance of records required under the Regulations.

Dr K R Chandratre
Practising Company Secretary
Certificate of Practice No. 5144
Place : Mumbai
25th April, 2007
RELIANCE PETROLEUM LIMITED 23

Auditors’ Report
To the Members of,
RELIANCE PETROLEUM LIMITED

1. We have audited the attached Balance Sheet of Reliance Petroleum Limited as at March 31, 2007 and also the Cash Flow Statement for
the year ended on that date annexed thereto. These Financial Statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on our audit. No Profit and Loss account has been prepared
since the Company is yet to commence its revenue operations and the necessary details as per part II of Schedule VI to the Companies Act,
1956 have been disclosed in Note no. 1 of Schedule J as “Project Development Expenditure”.
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003, issued by the Central Government in terms of Section 227(4A) of the
Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to above, we report that:
i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes
of our audit;
ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination
of those books;
iii. The Balance Sheet and Cash Flow Statement dealt with by this report are in agreement with the books of account;
iv. In our opinion, the Balance Sheet and Cash Flow Statement dealt with by this report comply with the accounting standards referred
to in sub-section (3C) of section 211 of the Companies Act, 1956;
v. On the basis of the written representations received from the directors as on March 31, 2007 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on March 31, 2007 from being appointed as a director in terms of
clause (g) of sub-section (1) of section 274 of the Companies Act,1956;
vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the
notes thereto, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India;
a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2007; and
b) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For Deloitte Haskins & Sells For Chaturvedi & Shah


Chartered Accountants Chartered Accountants

P R Barpande Rajesh Chaturvedi


Partner Partner
Membership No.: 15291 Membership No.: 45882

Mumbai
25th April 2007
24 Refining Life. Redefining Growth.

Annexure to the Auditors’ Report


(Referred to in paragraph 3 of our report of even date)

(i) In respect of its fixed assets: plant is at start up stage of construction and the Company has not
commenced the commercial production and hence maintenance
a) The Company has maintained proper records showing full
of cost records is not applicable during the year under audit.
particulars including quantitative details and situation of
fixed assets on the basis of available information. (ix) In respect of statutory dues :

b) As explained to us, all the fixed assets have been physically a) According to the records of the Company, undisputed
verified by the management in a phased periodical manner, statutory dues including Provident Fund, Investor Education
which in our opinion is reasonable, having regard to the and Protection Fund, Income Tax, Sales Tax, Wealth Tax,
size of the Company and nature of its assets. No material Service Tax, Custom Duty, Excise Duty, Cess and any other
discrepancies were noticed on such physical verification. material statutory dues have been generally regularly
deposited with the appropriate authorities. According to
c) In our opinion, the Company has not disposed off a
the information and explanations given to us, no undisputed
substantial part of its fixed assets during the year and the
amounts payable in respect of the aforesaid dues were
going concern status of the Company is not affected.
outstanding as at 31 st March, 2007 for a period of more
(ii) In respect of its inventories : than six months from the date they became payable;

The Company does not have any inventory. Therefore, the b) According to the information and explanations given to us,
provisions of clause 4 (ii) of the Companies (Auditor’s Reports) there are no dues of Sales tax, Income tax, Custom Duty,
Order, 2003 are not applicable to the Company. Wealth Tax, Service Tax and Excise Duty which have not
been deposited on account of any dispute.
(iii) The Company has not granted or taken any loan secured/
unsecured to/from Companies, Firms or parties covered in the (x) The Company has been registered for a period less than five
register maintained under section 301 of the Companies Act, years and hence the provisions of clause 4 (x) of the Companies
1956. Accordingly, clause 4(iii) of the Companies (Auditor’s (Auditor’s Report) Order, 2003 are not applicable to the
Report) Order, 2003 is not applicable to the Company. Company.

(iv) In our opinion and according to the information and explanations (xi) Based on our audit procedures and according to the information
given to us, there is an internal control system commensurate and explanations given to us, we are of the opinion that the
with the size of the Company and the nature of its business for Company has not defaulted in repayment of dues to the financial
the purchase of inventory, fixed assets and for the sale of goods. institutions and banks. The Company has not issued any
During the financial year, the Company did not undertake any debentures.
activity of sale of services. During the course of our audit, we have
(xii) In our opinion and according to the explanations given to us and
not observed any major weaknesses in the internal control system.
based on the information available, no loans and advances have
(v) According to the information and explanations given to us, there been granted by the Company on the basis of security by way of
are no contracts or arrangements referred to in Section 301 of the pledge of shares, debentures and other securities.
Companies Act, 1956 that need to be entered in the register
(xiii) In our opinion and according to the information and explanations
required to be maintained under that section.
given to us, the Company is not a chit fund or a nidhi/ mutual
(vi) The Company has not accepted any deposits from the public benefits fund/ society. Therefore, the provisions of clause 4(xiii)
during the year. Therefore, the provisions of Clause (vi) of the of the Companies (Auditor’s Report) Order, 2003 are not
Companies (Auditor’s Report) Order, 2003 are not applicable applicable to the Company.
to the Company.
(xiv) In our opinion and according to the information and explanations
(vii) In our opinion the Company has an internal audit system given to us, the Company has maintained proper records of the
commensurate with the size and nature of its business. transactions and contracts in respect of investments in mutual
funds, certificate of deposits, treasury bills and timely entries
(viii) According to the information and explanations given to us, the
have been made therein. All the investments have been held by
Company’s project for setting up refinery and polypropylene
the Company in its own name.
RELIANCE PETROLEUM LIMITED 25

(xv) According to the information and explanations given to us, the (xviii) The Company has not made any preferential allotment of shares
Company has not given any guarantee for loans taken by others to parties and companies covered in the register maintained
from banks and financial institution. under Section 301 of the Companies Act, 1956.

(xvi) To the best of our knowledge and belief and according to the (xix) According to the information and explanations given to us, the
information and explanations given to us, in our opinion, the Company has not issued any debentures during the year under
term loans raised during the year were prima facie been either audit.
used for the purposes for which they were raised or pending (xx) According to the information and explanations given to us, the
utilisation been temporarily invested in mutual funds. management has disclosed the end use of the money raised by
(xvii)According to the information and explanations given to us and the Company by public issue of the equity shares and the same
on an overall examination of the Balance Sheet of the Company, has been verified by us.
there are no funds raised on short term basis during the year (xxi) To the best of our knowledge and belief and according to the
under audit and hence the question of using the same for long information and explanations given to us, no fraud on or by the
term investment does not arise. Company was noticed or reported during the year.

For Deloitte Haskins & Sells For Chaturvedi & Shah


Chartered Accountants Chartered Accountants

P R Barpande Rajesh Chaturvedi


Partner Partner
Membership No.: 15291 Membership No.: 45882

Mumbai
25th April 2007

Auditors’ Certificate on Corporate Governance


To the Members,
Reliance Petroleum Limited

We have examined the compliance of conditions of Corporate In our opinion and to the best of our information and according to the
Governance by Reliance Petroleum Limited, for the year ended on explanations given to us, and based on the representations made by
31st March 2007, as stipulated in Clause 49 of the Listing Agreement the Directors and the Management, we certify that the Company has
of the said Company with stock exchanges. complied with the conditions of Corporate Governance as stipulated
in Clause 49 of the above-mentioned Listing Agreement.
The compliance of conditions of Corporate Governance is the
responsibility of the Management. Our examination has been limited We further state that such compliance is neither an assurance as to the
to a review of the procedures and implementations thereof adopted by future viability of the Company nor of the efficiency or effectiveness
the Company for ensuring compliance with the conditions of the with which the management has conducted the affairs of the Company.
Corporate Governance as stipulated in the said Clause. It is neither
an audit nor an expression of opinion on the financial statements of
the Company.

For Deloitte Haskins & Sells For Chaturvedi & Shah


Chartered Accountants Chartered Accountants

P R Barpande Rajesh Chaturvedi


Partner Partner
Membership No.: 15291 Membership No.: 45882

Mumbai
25th April 2007
26 Refining Life. PETROLEUM
RELIANCE Redefining Growth.
LIMITED

Balance Sheet as at 31st March, 2007


In Rupees
Schedule As at As at
31st March, 2007 31st March, 2006
SOURCES OF FUNDS
Shareholders’ Funds
Share Capital A 4499 95 12 500 2700 00 00 000
Reserves and Surplus B 8948 86 99 851 –
13448 82 12 351 2700 00 00 000
Share Application Money – 450 00 00 000
Loan Funds
Secured Loans C 5467 00 00 000 –
TOTAL 18915 82 12 351 3150 00 00 000
APPLICATION OF FUNDS
Fixed Assets D
Gross Block 175 47 39 592 –
Less: Depreciation 13 82 61 346 –
Net Block 161 64 78 246 –
Capital Work-in-Progress 18590 09 09 662 1903 61 38 232
18751 73 87 908 1903 61 38 232
Investments E 228 03 38 881 798 52 63 389
Current Assets, Loans and Advances
Current Assets F
Cash and Bank Balances 9 55 31 428 450 54 33 825
Other Current Assets – 41 83 459
9 55 31 428 450 96 17 284
Loans and Advances G 578 58 00 888 –
588 13 32 316 450 96 17 284
Less : Current Liabilities and Provisions H
Current Liabilities 651 51 98 871 5 53 50 343
Provisions 56 47 883 13 07 862
652 08 46 754 5 66 58 205
Net Current Assets (63 95 14 438) 445 29 59 079
Miscellaneous Expenditure – 2 56 39 300
(To the extent not written off or adjusted)
TOTAL 18915 82 12 351 3150 00 00 000

Significant Accounting Policies I


Notes on Accounts J

As per our Report of even date For and on behalf of the Board
For Deloitte Haskins & Sells For Chaturvedi & Shah Mukesh D. Ambani – Chairman

}
Chartered Accountants Chartered Accountants Hital R. Meswani
P. M. S. Prasad
Y. P. Trivedi
P. R. Barpande Rajesh Chaturvedi M. P. Modi Directors
Partner Partner Atul S. Dayal
Bobby Parikh
Mumbai J. S. Bindra
25th April, 2007 Ramesh Kumar Damani – Company Secretary
RELIANCE PETROLEUM LIMITED 27

Cash Flow Statement for the year 2006-07


In Rupees
For the year For the period
2006-07 2005-06
A CASH FLOW FROM OPERATING ACTIVITIES: – –

B CASH FLOW FROM INVESTING ACTIVITIES:


Purchase of Fixed Assets (175 47 39 592) –
Additions to Capital Work-in-Progress (16297 86 77 648) (1899 81 26 564)
Deposits Placed (531 17 10 200) –
Advance Recoverable in Cash or in Kind (20 76 71 768) –
Purchase of Current Investments (21892 96 43 226) (2003 87 17 500)
Sale of Current Investments 22547 64 49 746 1206 85 22 150
Interest on Current Investments 1 64 96 130 2 86 000
Other Interest 76 50 49 461 –
Taxes paid (14 87 22 614) ( 10 01 161)
Net Cash used in Investing Activities (16307 31 69 711) (2696 90 37 075)

C CASH FLOW FROM FINANCING ACTIVITIES:


Net proceeds from issue of Equity Shares 10349 82 99 041 2700 00 00 000
Share Application Money received – 450 00 00 000
Secured Term Loans 5578 26 56 000 –
Miscellaneous Expenditure (48 45 57 590) (2 55 29 100)
Interest Paid (13 31 30 137) –

Net Cash generated from Financing Activities 15866 32 67 314 3147 44 70 900

Net Increase/ (Decrease) in Cash and Cash Equivalents (440 99 02 397) 450 54 33 825

Opening Balance of Cash and Cash Equivalents 450 54 33 825 –

Closing Balance of Cash and Cash Equivalents 9 55 31 428 450 54 33 825

Notes:
a. Cash and Cash Equivalents include:
Cash and Bank Balances 9 55 31 428 450 54 33 825
b. The Cash Flow Statement has been prepared under the ‘Indirect Method’ set out in Accounting Standard 3 ‘Cash Flow Statement’ issued
by the Institute of Chartered Accountants of India.

As per our Report of even date For and on behalf of the Board
For Deloitte Haskins & Sells For Chaturvedi & Shah Mukesh D. Ambani – Chairman

}
Chartered Accountants Chartered Accountants Hital R. Meswani
P. M. S. Prasad
Y. P. Trivedi
P. R. Barpande Rajesh Chaturvedi M. P. Modi Directors
Partner Partner Atul S. Dayal
Bobby Parikh
Mumbai J. S. Bindra
25th April, 2007 Ramesh Kumar Damani – Company Secretary
28 Refining Life. Redefining Growth.

Schedules forming part of the Balance Sheet


SCHEDULE A In Rupees

SHARE CAPITAL As at As at
31st March, 2007 31st March, 2006
Authorised:
1000 00 00 000 Equity Shares of Rs. 10 each 10000 00 00 000 10000 00 00 000
500 00 00 000 Preference Shares of Rs. 10 each 5000 00 00 000 5000 00 00 000
TOTAL 15000 00 00 000 15000 00 00 000
Issued, Subscribed, Called-up and Paid-up:
Fully Paid-up
450 00 00 000 Equity Shares of Rs. 10 each fully paid-up 4500 00 00 000 2700 00 00 000
(270 00 00 000)
Less: Calls in Arrears - by others 4 87 500 –
TOTAL 4499 95 12 500 2700 00 00 000
Note:
Out of the above, 337 50 00 000 (Previous period 270 00 00 000) Equity Shares are held by Reliance Industries Limited, the holding company.

SCHEDULE B In Rupees
RESERVES AND SURPLUS As at As at
31st March, 2007 31st March, 2006
Securities Premium Account
As per last Balance Sheet – –
Add: Received on issue of Equity Shares 9000 00 00 000 –
Less: Calls in Arrears - by others 12 13 459 –
Less: Miscellaneous Expenditure adjusted (Refer Note 4 in Schedule ‘J’) 51 00 86 690 –
TOTAL 8948 86 99 851 –

SCHEDULE C In Rupees
SECURED LOAN As at As at
31st March, 2007 31st March, 2006
Term Loans from Banks:
In Foreign Currency 4347 00 00 000 –
In Indian Currency 1120 00 00 000 –
TOTAL 5467 00 00 000 –

Note:
The above term loans from Banks are secured/to be secured by a first ranking pari passu mortgage over leasehold interests under the Land Lease
Agreement and the fixed assets (including plant and machinery) of the Project (as stated in Note 1 of Schedule J) affixed thereon; a first ranking
pari passu charge over movable assets (other than current assets and investments) of the Project; a floating second ranking charge over such of
the Company’s current assets relating to the Project that are charged on a first ranking basis to the working capital lenders and an assignment
of Company’s right, title and interest under the key Project Agreements.
Schedules forming part of the Balance Sheet
SCHEDULE D In Rupees

FIXED ASSETS
Description Gross Block (at cost) Depreciation Net Block
As at Additions Deductions/ As at Upto31st For the year Deductions/ Upto As at As at 31st
1st April, Adjustments 31st March, March, Adjustments 31st March, 31st March, March,
2006 2007 2006 2007 2007 2006
Own Assets:
Building @ – 2 02 86 727 – 2 02 86 727 – 2 02 86 727 – 2 02 86 727 – –
Plant and Machinery – 114 67 85 862 – 114 67 85 862 – 5 60 94 152 – 5 60 94 152 109 06 91 710 –
Furniture and Fixtures – 4 94 33 707 – 4 94 33 707 – 3 18 91 487 – 3 18 91 487 1 75 42 220 –
Vehicles – 49 01 52 255 – 49 01 52 255 – 2 83 83 061 – 2 83 83 061 46 17 69 194 –
Intangible Assets # – 4 80 81 041 – 4 80 81 041 – 16 05 919 – 16 05 919 4 64 75 122 –
Total – 175 47 39 592 – 175 47 39 592 – 13 82 61 346 – 13 82 61 346 161 64 78 246 –
Previous period – – – – – –
Capital Work-in-Progress 18590 09 09 662 1903 61 38 232

Notes:
Capital Work-in-Progress includes:
i) Rs. 12909 58 97 925 (Previous period Rs.1897 09 13 822) on account of Advance against Project Contracts.
ii) Rs. 226 64 85 146 on account of Project Development Expenditure Account. (Previous period Rs. 6 46 02 088) (Refer Note 1 in Schedule ‘J’)
iii) Rs. 2882 84 23 197 (Previous period Rs. 6 22 322) on account of construction materials at site.
iv) Rs. 165 23 70 874 (Previous period Nil) on account of net foreign exchange gain.

@ Temporary erections

# Software, other than internally generated


RELIANCE PETROLEUM LIMITED
29
30 Refining Life. Redefining Growth.

Schedules forming part of the Balance Sheet


SCHEDULE E In Rupees

INVESTMENTS As at As at
31st March, 2007 31st March, 2006
Current Investments - Others
Unquoted
In Certificates of Deposit of face value of Rs. 1 00 000 each issued by:
Nos.
– ABN Amro Bank Limited – 23 46 97 750
(2,500)
– HDFC Bank Limited – 19 31 83 600
(2,000)
– ICICI Bank Limited – 282 49 75 500
(30,000)
– IDBI Bank Limited – 24 18 98 000
(2,500)
– ING Vysya Bank Limited – 72 55 75 450
(7,500)
– Jammu & Kashmir Bank Limited – 33 75 77 800
(3,500)
– Karnataka Bank Limited – 38 76 72 400
(4,000)
– Kotak Mahindra Bank Limited – 93 41 06 000
(10,000)
– State Bank of Bikaner and Jaipur – 89 31 61 500
(9,500)
– State Bank of Indore – 70 35 03 000
(7,500)
– State Bank of Patiala – 14 38 33 650
(1,500)
– State Bank of Travancore – 23 93 64 000
(2,500)
– 785 95 48 650
In Units of Mutual Fund:
Units
13,999,566 Birla Cashplus - Institutional Premium Daily 14 02 68 656 –
Dividend of Rs. 10 per unit.
(–)
77,671,298 Principal Cash Management Institutional 80 88 76 525 –
Plan of Rs. 10 per unit
(–)
23,555,824 Prudential ICICI Liquid Plan Daily Dividend of 23 55 58 240 –
Rs. 10 per unit
(–)
660,049 Standard Chartered Liquidity Manager Plus 66 01 15 251 –
Daily Dividend of Rs.1 000 per unit
(–)
– Standard Chartered Liquidity Fund Daily – 12 57 14 739
Dividend of Rs. 10 per unit
(1,25,70,217)
427,213 UTI Liquid Cash Plan Institutional Daily 43 55 20 209 –
Income of Rs. 1 000 per unit
(–)
228 03 38 881 12 57 14 739
TOTAL ** 228 03 38 881 798 52 63 389

Aggregate Value of Book value Book value


Quoted Investments – –
Unquoted Investments 228 03 38 881 798 52 63 389
RELIANCE PETROLEUM LIMITED 31

Schedules forming part of the Balance Sheet


SCHEDULE E (contd.)

Movements during the year


Investments purchased and sold/ redeemed
In Rupees
Nos. Cost
Certificates of Deposit of face value Rs. 1 00 000 issued by:
ABN Amro Bank Limited 11,500 113 22 60 450
Allahabad Bank 4,500 42 55 78 950
American Express Bank 2,000 19 44 21 700
Corporation Bank Limited 32,500 301 27 01 250
Development Credit Bank 4,000 39 79 39 600
Federal Bank Limited 2,000 19 40 22 600
HDFC Bank Limited 5,000 48 72 41 250
ING Vysya Bank Limited 2,000 19 71 82 000
Jammu & Kashmir Bank Limited 2,000 19 85 94 600
Karur Vysya Bank Limited 5,000 46 29 37 500
Punjab National Bank 3,500 34 39 74 750
State Bank of Bikaner & Jaipur 54,000 512 25 14 600
State Bank of Hyderabad 20,000 185 44 84 000
State Bank of Indore 3,000 29 22 51 600
State Bank of Mysore 10,000 97 25 09 000
State Bank of Patiala 6,000 58 52 66 600
State Bank of Saurashtra 5,000 46 35 47 500
State Bank of Travancore 31,000 288 19 78 200
Union Bank of India Limited 9,000 87 88 08 600
UTI Bank Limited 5,000 49 61 11 250

Treasury Bill of face value Rs. 100 each


364 Days Treasury Bills 15,000,000 146 65 07 700

Units of Mutual Fund:


Face Value Units Cost
(in Rupees) (in lakhs) (in Rupees)
ABN Amro Asset Management-Cash Fund Daily Dividend 10 1,420.93 142 09 28 241
ABN Amro Asset Management-Floating Rate Fund Institutional- Growth 10 1,936.96 200 00 00 000
Birla Cash Plus - Institutional Premium - Daily Dividend -Reinvestment 10 13,577.48 1360 39 58 385
Birla Cash Plus - Institutional Premium - Growth 10 6,186.20 691 00 00 000
DBS Chola Short Term Floating Rate Fund - Daily Dividend Reinv Plan 10 638.63 63 96 77 212
DBS Chola Liquid Institutional Plus Cumulative Growth 10 697.05 100 00 00 000
Deustche Insta Cash Plus Institutional Plan Daily Dividend 10 509.29 51 02 81 658
Deutsche Insta Cash Plus Fund Institutional Plan Growth 10 1,365.47 150 00 00 000
Deutsche Money Plus Fund Growth 10 495.74 50 00 00 000
DSP Merrill Lynch Liquidity Fund Institutional Plan Daily Dividend 1 000 42.26 422 72 15 560
DSP Merrill Lynch Liquidity Fund Institutional Plan Growth 1 000 92.30 950 00 00 000
Fidelity Cash Fund Super Institutional Daily Dividend 10 1,504.50 150 44 96 499
32 Refining Life. Redefining Growth.

Schedules forming part of the Balance Sheet


SCHEDULE E (contd.)

Face Value Units Cost


(in Rupees) (in lakhs) (in Rupees)

Grindlays SSIF - Short Term - Plan C - Super IP - Growth 10 484.13 50 00 00 000


HDFC Liquid Fund Premium Plus Plan Growth 10 714.80 100 00 00 000
HDFC Cash Management Fund-Savings Plan-Daily Dividend Reinvestment 10 8,245.80 877 05 59 815
HDFC Cash Management Fund-Savings Plan-Growth 10 2,269.85 333 32 00 000
HSBC Cash Fund Institutional Plus Growth 10 1,809.28 200 00 00 000
HSBC Cash Fund Institutional Plus Daily Dividend 10 4,051.94 405 42 09 376
HSBC Liquid Plus-Institutional Plus-Daily Dividend 10 253.68 25 36 92 684
ING Vysya Liquid Fund Daily Dividend 10 10.67 1 15 03 321
ING Vysya Liquid Fund Super Institutional-Daily Dividend Option 10 6,228.99 623 06 78 896
ING Vysya Liquid Fund Super Institutional Plan-Growth 10 4,933.42 515 58 00 000
JM High Liquidity Fund - Super Institutional Plan-Growth 10 1,906.48 211 00 00 000
JM High Liquidity Fund - Super Institutional Plan-Daily Dividend. 10 2,136.26 213 97 84 271
JM Money Manager Fund Regular Plan-Daily Dividend 10 345.51 34 55 09 099
Kotak Liquid IP Plan Growth 10 3,654.95 518 52 00 000
LICMF Liquid Fund-Dividend Plan 10 8,659.75 950 80 53 101
Lotus India Liquid Fund Institutional Plus Daily Dividend 10 2,389.38 238 93 76 212
Principal Cash Management Fund-Liquid Option Institutional Premium 10 9,600.73 960 14 01 393
Plan-Dividend Reinvestment Daily
Principal Income Fund - Growth Plan 10 807.68 84 11 23 474
Principal Cash Management Fund LO Institutional Premium Plan Growth 10 5,431.56 595 00 00 000
Prudential ICICI Institutional Liquid Plan-Super Institutional Growth 10 15,355.68 1575 65 00 000
Prudential ICICI Institutional Liquid Plan-Super Institutional Daily Dividend 10 16,817.92 1681 79 47 847
Standard Chartered Liquidity Manager -Daily Dividend 10 3,356.92 335 72 57 799
Standard Chartered Liquidity Manager Plus Growth 1 000 56.65 568 65 00 000
Standard Chartered Liquidity Manager Plus-Daily Dividend 1 000 27.62 276 27 11 498
Templeton India Treasury Management Account Super Institutional 1 000 107.93 1079 53 33 941
Plan - Daily Dividend Reinvestment
Templeton India Treasury Management Account Super Institutional Plan -Growth 1 000 53.59 556 43 00 000
UTI Liquid Cash Plan Institutional-Daily Income Option-Re-investment 1 000 159.82 1629 11 25 301
UTI Money Market Fund Growth Plan 10 509.09 100 00 00 000
UTI Liquid Cash Plan Institutional - Growth Option 1 000 33.26 385 97 00 000
UTI Liquid Cash Plan Regular- Daily Income Option- Reinvestment 1 000 0.00 4 45 061
Note:
** Investments include Rs. Nil (Previous Period Rs. 797 47 48 350) being balance of unutilised monies out of issue of Shares.
RELIANCE PETROLEUM LIMITED 33

Schedules forming part of the Balance Sheet


SCHEDULE F In Rupees
CURRENT ASSETS As at As at
31st March, 2007 31st March, 2006
CASH AND BANK BALANCES **
Cash on Hand 74 648 –
Balance with Banks
In Current Accounts with Scheduled Banks 9 54 56 780 54 33 825
In Fixed Deposits with Scheduled Banks – 450 00 00 000
9 55 31 428 450 54 33 825
OTHER CURRENT ASSETS
Intererst Accrued on Investments and Deposits – 41 83 459
TOTAL 9 55 31 428 450 96 17 284
Note:
** Includes Rs. Nil (Previous period Rs. 5 94 525) being balance of unutilised monies out of issue of Shares.

SCHEDULE G In Rupees

LOANS AND ADVANCES As at As at


31st March, 2007 31st March, 2006
UNSECURED - (Considered good)
Advances Recoverable in Cash or in kind, for value to be received 47 40 90 688 –
Deposits * 531 17 10 200 –
TOTAL 578 58 00 888 –
Note:
* Includes Rs. 231 00 00 000 (Previous period Nil) given to Reliance Jamnagar Infrastructure Limited, a company under the same management. Maximum balance outstanding
during the year Rs. 231 00 00 000 (Previous period Nil)

SCHEDULE H In Rupees
CURRENT LIABILITIES AND PROVISIONS As at As at
31st March, 2007 31st March, 2006
Current Liabilities:
Creditors for Capital Expenditure – Small Scale Industries @ 1 15 31 891 –
Creditors for Capital Expenditure – Others # 527 27 71 390 8 46 643
Unpaid Share Application Money * 3 06 49 160 –
Other Liabilities 26 89 66 536 5 45 03 700
Interest accrued but not due on loans 93 12 79 894 –
651 51 98 871 5 53 50 343
Provisions
Provision for Income Tax (Net of Advance Tax and Tax Deducted at 18 36 257 13 07 862
Source certificates received/ receivable)
Provision for Wealth Tax 3 22 981 –
Provision for Fringe Benefit Tax (Net of Advance Tax) 9 03 600 –
Provision for Employees Retirement Benefits 25 85 045 –
56 47 883 13 07 862
TOTAL 652 08 46 754 5 66 58 205

Note:
@ Small scale industrial undertakings to whom amounts are due have been determined based on the information available with the
Company and are given below. The dues are within the period of agreed terms.
Helif lex Hydraulics & Engg. Co., Hirpara Metal Industries, Gayatri Stone Suppliers, Bholenath Stone Suppliers, Safe Lifters, Royal
Minerals, Asok Air Products (P) Ltd, Magnet Industries, NBM Industries, Bhimji Velji Sorathia, Ramde Vajshi Nandaniya Stone, Shriji
Gases, Shreeji Stone Crusher Co., Gayatri Stone Products, Shivam Stone Crusher, Sri Ramakrishna Earth Mover and Shree Ganesh Stone
Industries.
34 Refining Life. Redefining Growth.

Schedules forming part of the Balance Sheet


# The Company has not received the required information from Suppliers regarding their status under the Micro, Small and Medium
Enterprises Development Act, 2006. Hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid /
payable as required under the said Act have not been made.

* Unpaid Share application money represents refund instruments issued to the investors but yet to be encashed by the investors. This does
not include any amount, due and outstanding, to be credited to the Investor Education and Protection Fund as per the provisions of the
Companies Act, 1956.

Significant Accounting Policies


SCHEDULE I
1 Basis of Preparation of Financial Statements
The Financial Statements have been prepared under the historical cost convention in accordance with the generally accepted accounting
principles in India and the provisions of the Companies Act, 1956.

2 Use of Estimates
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and
liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period.
Difference between the actual results and estimates are recognised in the period in which the results are known/ materialised.

3 Fixed Assets
i) Fixed Assets are stated at cost net of CENVAT/ Value Added Tax, rebates, less accumulated depreciation, amortisation and impairment
loss, if any.

ii) All costs, including financing costs till commencement of commercial production, net charges on foreign exchange contracts and
adjustments arising from exchange rate variations attributable to fixed assets, acquired from outside India, are capitalised.

iii) Expenses incurred relating to project prior to commencement of commercial production are classified as Project Development
Expenditure and disclosed under Capital Work-in-Progress (net of income earned during project development stage).

4 Depreciation
Depreciation on fixed assets is provided on straight line method at the rate and in the manner prescribed in Schedule XIV to the
Companies Act, 1956.

5 Intangible Assets
Intangible Assets are stated at cost of acquisition less accumulated depreciation. Technical know how is amortised over the useful life of the
underlying plant. Computer Software is amortised over a period of five years. Amortisation is done on straight line basis.

6 Impairment of Assets
An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impairment loss is charged for when the
asset is identified as impaired. The impairment loss recognised in prior accounting period is reversed if there has been a change in the
estimate of recoverable amount.

7 Foreign Currency Transactions


i) Transactions denominated in foreign currencies are normally recorded at the exchange rates prevailing at the time of the transaction.

ii) Monetary items denominated in foreign currencies at the year end are restated at year end rates. In case of monetary items which are
covered by forward exchange contracts, the difference between the year end rate and rate on the date of the contract is recognised as
exchange difference and the premium paid on forward contracts is recognised over the life of the contract.

iii) Non monetary foreign currency items are carried at cost.

iv) Any income or expense on account of exchange difference either on settlement or on translation is recognised as Revenue except in
cases where they relate to acquisition of fixed assets in which case they are adjusted to the carrying cost of such assets.
RELIANCE PETROLEUM LIMITED 35

Schedules forming part of the Balance Sheet


8 Investments

Current Investments are carried at lower of cost and quoted/ fair value, computed category wise. Long Term Investments are stated at cost.
Provision for diminution in the value of long-term investments is made only if such a decline is other than temporary in the opinion of the
management.

9 Borrowing Costs

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets.
A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged
to revenue.

10 Employee Retirement Benefits

Company’s contribution to Provident Fund and Superannuation Fund are provided at actuals. Gratuity and Leave Encashment benefits are
provided for on the basis of actuarial valuation.

11 Financial Derivatives and Hedging Transaction

Financial Derivatives and Hedging contracts are accounted on the date of their settlement and realised gain/ loss in respect of settled
contracts are recognised along with the underlying transactions.

12 Taxes on Income

Provision for Income Tax is made on the basis of estimated taxable income for the year at current rates. Tax expense comprise both Current
Tax and Deferred Tax at the applicable enacted or substantively enacted rates. Current tax represents the amount of Income tax payable/
recoverable in respect of the taxable income/ loss for the reporting year. Deferred tax represents the effect of timing difference between
taxable income and accounting income for the reporting year that originate in one year and are capable of reversal in one or more
subsequent years.

13 Provision, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past
events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognised but are disclosed in the Notes.
Contingent Assets are neither recognised nor disclosed in the financial statements.
36 Refining Life. Redefining Growth.

Schedules forming part of the Balance Sheet


SCHEDULE J

NOTES ON ACCOUNTS
1 The Company is setting up a refinery and polypropylene plant (“Project”) in a Special Economic Zone at Jamnagar, Gujarat, India. No Profit
and Loss Account has been prepared since the Company has not commenced revenue operations. The expenditure incurred during the
construction period are classified as ‘Project Development Expenditure’ pending capitalisation and will be apportioned to the Assets on
the completion of the Project. Necessary details as per part II of Schedule VI of the Companies Act, 1956 have been disclosed below:
Project Development Expenditure Account (included under Capital Work-in-Progress):
In Rupees
For the year For the period
2006-07 2005-06
Opening Balance 6 46 02 088
Add:
(i) Payments to and Provisions for Employees
(including personnel on deputation)
- Salaries, Wages and Bonus 21 46 25 241 5 21 06 458
- Contribution to Provident Fund, Gratuity Fund, 1 48 21 909 –
Superannuation Fund, Pension Scheme etc.
- Employee Welfare and other amenities 1 77 15 248 –
24 71 62 398 –
(ii) Insurance 18 71 57 294 –
(iii) Rent 32 85 566 –
(iv) Rates and Taxes 5 09 245 20 180
(v) Repairs
- Machinery Repairs 16 810 –
- Building Repairs 24 31 275 –
- Other Repairs 52 46 692 –
76 94 777 –
(vi) Labour and Machinery Hire Charges 17 04 62 690 –
(vii) Travelling and Conveyance Expenses 12 44 62 562 4 12 016
(viii) Legal and Professional Fees 22 97 45 865 2 510
(ix) Payment to Auditors 88 70 217 18 73 400
(x) Sitting Fees 9 80 000 1 20 000
(xi) General and Administrative Charges 14 75 33 514 20 24 451
(xii) Depreciation 13 82 61 346 –
(xiii) Letter of Credit and Bank Charges 17 33 08 012 2 52 71 548
(xiv) Interest and Finance Charges
- Fixed Loans 106 44 10 031 –
- Others 116 93 40 614 –
223 37 50 645 –
367 31 84 131 8 18 30 563
Less:
(i) Dividend Income from Current Investments 25 02 90 336 1 05 14 739
(ii) Profit on Sale/ Redemption of Current Investments 59 15 91 676 45 53 300
(iii) Interest on Current Investments [Gross, Tax Deducted at 1 64 96 130 2 86 000
Source Rs. 13 010; (Previous period Nil)]
(iv) Other Interest [Gross, Tax Deducted at Source 98 25 09 594 53 93 836
Rs. 22 16 30 582; (Previous period Rs.12 10 377)]
184 08 87 736 2 07 47 875
Add:
Provision for Tax
- Income Tax 35 17 81 800 35 19 400
- Fringe Benefit Tax 1 78 04 863 –
36 95 86 663 35 19 400
Closing Balance 226 64 85 146 6 46 02 088
The above excludes project materials purchased and transferred to holding company and other associate companies, at cost, aggregating
to Rs. 35 96 05 781 (Previous period Nil) which was purchased by the Company in order to achieve economies of scale.
RELIANCE PETROLEUM LIMITED 37

Schedules forming part of the Balance Sheet

2 The Company was incorporated on 24th October, 2005 and accordingly the previous period figures are for the period from 24th October,
2005 to 31st March, 2006 and are hence not comparable.
3 During the year the Company had raised Rs.8100 00 00 000 through Initial Public Offering (IPO) and the same has been utilised for the
Project.
4 ‘Miscellaneous Expenditure’ representing share issue expenses amounting to Rs. 51 00 86 690 is adjusted against the Securities Premium
Account.
5 The Company’s activities during the year revolve around setting up of the Project (Refer Note 1 above). Considering the nature of
Company’s business and operations, there are no separate reportable segments (business and/ or geographical) in accordance with the
requirements of Accounting Standard 17 - ‘Segment Reporting’, issued by the Institute of Chartered Accountants of India (ICAI).
6 As per Accounting Standard 18 (AS-18) ‘Related Party Disclosures’, issued by ICAI, the disclosures of transactions with the related parties
as defined in AS-18 are given below :
(i) List of related parties and relationships:
Sr No Name of the Related Party Relationship
1 Reliance Industries Limited Holding Company
2 Reliance Jamnagar Infrastructure Limited Fellow subsidiary
3 Indian Petrochemicals Corporation Limited Associate
4 Reliance Ports and Terminals Limited Associate
5 Reliance Utilities Limited Associate
6 Shri Mukesh D. Ambani Key Management Personnel
7 Shri P. M. S. Prasad Key Management Personnel

(ii) Transactions during the year with Related Parties (Excluding reimbursements):
In Rupees
Name of the Company/ Nature of Transactions For the year For the period
2006-07 2005-06
(1)
1 Reliance Industries Limited (RIL) - Holding Company
Opening balance
Equity Shares (2700 00 00 000) –
Corporate Guarantees given by RIL (6573 28 05 942) –
Transactions
Proceeds from issue of Equity Shares 5400 00 00 000 2700 00 00 000
Net Corporate Guarantee given by RIL 2457 70 65 949 6573 28 05 942
Purchase of Investments – (1172 30 17 500)
Purchase of Project related Assets, Materials and Services (204 34 73 741) –
Sale of Project Material 16 47 05 999 –
Rent (17 10 566) –
Closing balance
Equity Shares (3375 00 00 000) (2700 00 00 000)
(2)
Corporate Guarantees given by RIL (9030 98 71 891) (6573 28 05 942)
Sundry Creditors (17 67 59 308) –
2 Reliance Jamnagar Infrastructure Limited - Fellow Subsidiary
Opening balance – –
Transactions
Deposit placed (231 00 00 000) –
Purchase of Project materials (14 07 86 625) –
Sale of Project materials 7 75 86 706 –
Closing balance
Deposit placed 231 00 00 000 –
38 Refining Life. Redefining Growth.

Schedules forming part of the Balance Sheet


In Rupees
Name of the Company/ Nature of Transactions For the year For the period
2006-07 2005-06
3 Indian Petrochemicals Corporation Limited - Associate
Opening balance – –
Transactions
Purchase of Project materials (5 09 98 097) –
Closing balance
Sundry Creditors (89 66 999) –
4 Reliance Ports & Terminals Limited - Associate
Opening balance – –
Transactions
Wharfage & Port Charges (9 28 43 678) –
Sale of Project materials 6 84 31 013 –
Deposit placed (150 00 00 000) –
Closing balance
Deposit placed 150 00 00 000 –
Sundry Creditors (14 59 714) –
5 Reliance Utilities Limited - Associate
Opening balance – –
Transactions:
Deposit placed (150 00 00 000) –
Sale of Project materials 4 88 82 063 –
Closing balance
Deposit placed 150 00 00 000 –
6 Shri P M S Prasad - Key Managerial Personnel
Transactions:
Sitting Fees (80 000) (20 000)
Note:
(1)
RIL holds 75% of the paid-up equity capital of the Company and is the holding company of the Company. RIL has proven track
record of setting up mega scale projects. RIL, as the parent company, monitors the project progress and achievement of major
project milestones. RIL also supports the project implementation through co-ordination with major project vendors, supervision
of their performance and undertaking of the payment obligations of Rs. 15,160 crore of the Company to such vendors.
(2)
Closing Balance of Corporate Guarantee given by RIL represents utilised amount against a total Guarantee amount of
Rs. 11,300 crore and Corporate Guarantee given to M/s. Bechtel France S.A.S. for USD 400 million.
In Rupees
As at As at
31st March, 2007 31st March, 2006
7 Additional Information (to the extent applicable):
a Capital Commitments:
Estimated amount of contracts remaining to be executed on capital accounts 5207 48 01 069 15343 81 41 587
(net of advances) and not provided for
b Contingent Liabilities
Claims against the Company/ disputed liabilities not acknowledged as debts - Others 37 04 397 –
RELIANCE PETROLEUM LIMITED 39

Schedules forming part of the Balance Sheet


In Rupees
For the year For the period
2006-07 2005-06
8 Payment to Auditors (including Service Tax, wherever applicable):
a Audit Fees 60 15 300 16 53 000
b Tax Audit Fees 7 50 000 –
c Any other matter
- Prospectus related reports/ certificates 1 20 00 000 1 10 200
- Audit of Interim Accounts – 2 20 400
d Other certification work 21 00 000 –
e Out of pocket expenses 4 917 –
2 08 70 217 19 83 600
9 Value of Imports on CIF basis in respect of Capital Goods 1607 09 49 198 –

10 Expenditure in Foreign Currency


(i) Interest on foreign currency loans 87 52 73 053 –
(ii) Technical know-how and engineering fees 1852 77 62 634 –
(iii) Professional fees 119 64 40 635 –
(iv) Issue expenses 4 75 18 425 –
(v) Freight and forwarding 9 03 02 918 –
(vi) Other matters 52 66 98 180 –
2126 39 95 845 –
11 Financial and Derivative Instruments
a. Derivative contracts entered into by the Company and outstanding as on 31st March, 2007
Nominal amount of derivative contracts entered into by the Company for hedging currency and interest rate related risks and
outstanding as on 31st March, 2007 amounts to Rs.4712 20 63 440. Category wise break-up is given below:
In Rupees
For the year For the period
Particulars 2006-07 2005-06
1 Interest rate swaps 1086 75 00 000 –
2 Currency swaps 1050 00 00 000 –
3 Options 2411 43 30 450 –
4 Forward Contracts 164 02 32 990 –
b. All derivative and financial instruments acquired by the Company are for hedging purposes only.
c. Foreign currency exposure that are not hedged by derivative instruments as on 31st March 2007 amounts to Rs.4347 00 00 000.

12 Previous period’s figures have been regrouped, reworked or reclassified wherever required.
40 Refining Life. Redefining Growth.

Additional information as required under Part IV of Schedule VI to the Companies Act, 1956
Balance Sheet Abstract and Company’s General Business Profile:
I. Registration Details:
Registration No. L 1 1 1 0 0 G J 2 0 0 5 P L C 4 8 0 3 0
Balance Sheet Date: 3 1 - 0 3 - 2 0 0 7 State Code 0 4
II. Capital raised during the year: (Amount in Rs. Thousands )
Public Issue: 8 1 0 0 0 0 0 0 Rights Issue: N I L
Bonus Issue: N I L Private Placement: 2 7 0 0 0 0 0 0
Share Application Money: N I L
III. Position of mobilisation and deployment of funds: (Amount in Rs. Thousands )
Total Liabilities: 1 9 5 6 7 9 0 5 9 Total Assets: 1 9 5 6 7 9 0 5 9
Sources of Funds: Application of Funds:
Paid up Capital: 4 4 9 9 9 5 1 2 Net Fixed Assets: 1 8 7 5 1 7 3 8 7
Share Application Money: N I L Investments: 2 2 8 0 3 3 9
Reserves and Surplus: 8 9 4 8 8 7 0 0 Net Current Assets: – 6 3 9 5 1 4
Secured Loans: 5 4 6 7 0 0 0 0 Miscellaneous Expenditure: N I L
Unsecured Loans: N I L Profit and Loss Account: N A
IV. Performance of the Company: (Amount in Rs. Thousands )
Net Turnover: N A Total Expenditure: N A
Profit / (-) Loss before tax: N A Profit / (-) Loss after tax: N A
Earnings per Share in Rs:
- Basic N A Dividend Rate: N A
- Diluted N A
V. Generic Names of principal products of the Company:
Item Code number 2 7 . 1 0
Product Description B U L K P E TR OL E U M P R OD U C T S
Item Code number 3 9 0 2 1 0 . 0 0
Product Description P O L Y P R O P Y L E N E ( P P )
ATTENDANCE SLIP
RELIANCE PETROLEUM LIMITED
Registered Office: Motikhavdi, P.O Digvijaygram, District Jamnagar – 361 140, Gujarat.
PLEASE FILL THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL
Joint Shareholders may obtain additional Attendance Slip at the venue of the Meeting

DP Id* Folio No.

Client Id* No. of Shares

NAME AND ADDRESS OF THE SHAREHOLDER

I hereby record my presence at the 2nd Annual General Meeting of the Company held on Monday, 16th July, 2007 at 3.00 p.m. at Motikhavdi,
P.O. Digvijaygram, District Jamnagar 361 140, Gujarat, India.

*Applicable for investors holding shares in dematerialised form Signature of Shareholder / proxy

RELIANCE PETROLEUM LIMITED


Registered Office: Motikhavdi, P.O Digvijaygram, District Jamnagar – 361 140, Gujarat.
PROXY
I/We ...........................................................................................................................................................................................................
of ..................................................................................................................................................................................................... being
a Member/Members of the above named Company, hereby appoint .................................................................................................
of .................................................................................................. or failing him ..........................................................................
of.......................................................................................................... ..................................................................................................…....
as my/our Proxy to attend and vote for me/us on my/our behalf at the 2nd Annual General Meeting of the Company, to be held
on Monday, 16th July, 2007 at 3.00 p.m. and at any adjournment thereof.
* I wish my above Proxy to vote in the manner as indicated in the box below:
Resolutions For Against
1. Adoption of Report and Accounts
2. Re –appointment of the following Directors retiring by rotation:
a) Shri Hital R Meswani
b) Shri Y. P. Trivedi
c) Shri M. P. Modi
3. Appointment of Auditors and to fix their remuneration
4. Alteration of Articles of Association
5. Appointment of Shri Jagjeet Singh Bindra as Director not liable to retire by rotation.

Signed this __________ day of ___________________ 2007.


Affix
Reference Folio No./DP ID & Client ID Re. 1/-
Revenue
No. of shares ________________________ Stamp
Signature
Please see the instructions overleaf.
NOTES :
1. The Proxy, to be effective, should be deposited at the Registered Office of the Company at Motikhavdi, P.O
Digvijaygram, District Jamnagar - 361140, Gujarat not later than FORTY-EIGHT HOURS before the
commencement of the aforesaid meeting.
2. A Proxy need not be a Member of the Company.
* 3. This is only optional. Please put a ‘X’ in the appropriate column against the resolutions indicated in the Box. If
you leave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote
in the manner as he/she thinks appropriate. Should you so desire, you may also appoint the Chairman or the
Company Secretary of the Company as your Proxy, who shall carry out your mandate as indicated above in the
event of a poll being demanded at the meeting.
If undelivered, please return to:
Karvy Computershare Private Limited
BOOK-POST Unit: Reliance Petroleum Limited
46, Avenue 4, Street No. 1,
Banjara Hills, Hyderabad - 500 034, India.

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