Reliance Power Annual Report 2008 09
Reliance Power Annual Report 2008 09
Reliance Power Annual Report 2008 09
2008-09
Power
Profile
Reliance Power Limited (RPower) is a part of the Reliance Anil Dhirubhai Ambani
Group, one of the Indias largest business houses.
RPower is engaged in the development, construction and operation of power
generation projects with a combined planned capacity of 33,480 MW, the largest
portfolio of private power generation assets under development in India.
The Company has the unique distinction of securing three out of four Ultra Mega
Power Projects (UMPPs) awarded by the Government of India on the basis of
tariff based competitive bidding at Sasan in Madhya Pradesh, Krishnapatnam in
Andhra Pradesh and Tilaiya in Jharkhand.
Our projects are diverse in geographic location, fuel source and offtake.
RPower strongly believes in clean green power and our projects will be using
technologies with minimum environment impact.
Mission: Excellence in Power Generation
To attain global best practices and become a leading power generating company.
To achieve excellence in project execution, quality, reliability, safety and
operational efficiency.
To relentlessly pursue new opportunities, capitalizing on synergies in the power
generation sector.
To consistently enhance our competitiveness and deliver profitable growth.
To practice highest standards of corporate governance and be a financially
sound company.
To be a responsible corporate citizen nurturing human values and concern for
society.
To improve the lives of local community in all our projects.
To be a partner in nation building and contribute towards Indias economic
growth.
To promote a work culture that fosters learning, individual growth, team spirit
and creativity to overcome challenges and attain goals.
To encourage ideas, talent and value systems and become the employer of
choice.
To earn the trust and confidence of all stakeholders, exceeding their expectations.
To uphold the guiding principles of trust, integrity and transparency in all aspects
of interactions and dealings.
This Report is printed on environmental friendly paper produced from chlorine free pulp made up of plantation trees.
4
Reliance Power Limited
Board of Directors
Shri Anil D Ambani - Chairman
Shri K H Mankad - Whole-time Director
Shri S L Rao
Shri J L Bajaj
Dr Yogendra Narain
Dr V K Chaturvedi
Chief Executive Officer
Shri J P Chalasani
Company Secretary
Shri Paresh Rathod
Auditors
Price Waterhouse
Chaturvedi & Shah
Registered Office
H Block, 1st Floor
Dhirubhai Ambani Knowledge City
Navi Mumbai 400 710
Maharashtra, India
Registrar and Transfer Agent
Karvy Computershare Private Limited
Plot No. 17-24, Vittal Rao Nagar
Madhapur, Hyderabad 500 081
Andhra Pradesh, India
website : www.karvy.com
Investor Helpdesk
Toll free no. (India) : 1800 4250 999
Telephone : +91 40 2342 0815-25
Fax :+91 40 2342 0859
Email : rpower@karvy.com
Website: http://kcpl.karvy.com/adag
Contents Page No.
Letter to Shareowners ...................................................... 5
Notice of the Annual General Meeting.......................... 7
Directors Report ............................................................... 9
Auditors Certificate on Corporate Governance........... 12
Management Discussion and Analysis ........................ 13
Corporate Governance Report ...................................... 20
Investor Information ...................................................... 30
Auditors Report on Financial Statements .................. 39
Annexure to Auditors Report ....................................... 40
Balance Sheet ................................................................ 42
Profit and Loss Account ................................................ 43
Schedules and Notes..................................................... 44
Cash Flow Statement .................................................... 62
Statement of Interest in Subsidiary Companies ......... 64
Auditors Report on the
Consolidated Financial Statements .............................. 67
Consolidated Balance Sheet ......................................... 68
Consolidated Profit and Loss Account ......................... 69
Schedules and Notes forming part of
Consolidated Financial Statements .............................. 70
Consolidated Cash Flow Statement ............................. 88
Shareholder Response Form - 2009 .......................... 89
Attendance Slip and Proxy Form ................................. 91
15th Annual General Meeting on Tuesday, July 28, 2009 at 11.00 a.m.
at Birla Matushri Sabhagar, 19 Sir Vithaldas Thackersey Marg, Mumbai 400 020
The Annual Report can be accessed at www.reliancepower.co.in
5
Reliance Power Limited
Letter to Shareowners
My dear fellow shareowners,
It gives me great pleasure to share with you the highlights
of our Companys achievements in FY 2008-09. During
the year, our Company made significant progress in fulfilling
its vision of becoming the largest and the fastest growing
private sector power utility in the country.
We reached key milestones, including the financial closure
of the Sasan Ultra Mega Power Project. We won the Tilaiya
Ultra Mega Power Project in addition to hydro power
projects in Arunachal Pradesh. We also made excellent
progress towards the execution of Rosa Power Plant ahead
of schedule.
The installation of a stable government at the Centre is a
huge positive development, which is likely to usher in long
pending reforms that are required to keep the economy on
a high-growth trajectory.
Key Developments
Financial Closures
As you are aware, our Company has embarked upon a
capacity addition programme in generation that is
unparalleled in the history of the Indian Power Sector. We
plan to add over 30,000 MW in the next 7-8 years. Since
financing these projects will entail significant amounts of
debt, achieving timely financial closures is of utmost
importance.
It is therefore a matter of pride that we were able to secure
the largest ever debt on non-recourse project finance basis
across any industry in India for the Sasan Ultra Mega Power
Project at a time when the External Debt Market had gone
completely dry and the domestic lenders had turned
ultra-cautious, thanks to the unfolding global credit crisis.
The Sasan closure also represents the first ever appraisal
of an integrated coal mine cum power project of this scale
on project finance basis in the country. We were also
successful in getting our appraisals completed for the
600-MW expansion at Rosa and the 300-MW at Butibori.
In addi ti on, we obtai ned par t sancti on for the
Krishnapatnam Ultra Mega Power Project. In all, we were
able to get appraisals done or obtain sanctions for project
with an investment outlay of more than Rs 40,000 crore
(US$ 8 billion).
Progress on Project Execution
Given our large generation portfolio, it is imperative that
we focus our attention on ensuring that we implement all
our projects on time and at costs which are lower than our
initial estimates. Indeed, we are committed to setting new
benchmarks in project costs and time schedules. The Rosa
Power Plant, located in Uttar Pradesh, is currently ahead
of schedule and we expect it to be operational before the
end of FY 2009-10. In 2011, we expect to commission
the expansion units at Rosa and the upcoming plants at
Butibori.
We have also advanced, by almost three years, the schedule
for the commissioning of the first Ultra Mega Power Project
at Sasan. We hope to commission two units of 660 MW
each at Sasan before the end of FY 2011-12.
We are well aware of the complex challenges that lie in
the way of successful execution of power projects. But
given our traditional strength in project management and
the experience of our execution teams, we remain confident
of successfully overcoming any odds.
New Projects
The power sector in India continues to offer exciting new
opportunities. During the year, we won, through a
competitive bidding process, the right to develop the 3,960
MW Tilaiya Ultra Mega Power Project located in the State
of Jharkhand. Aside from the significant synergies that it
has with other power projects that we are developing, Tilaiya
also presents the added advantage of having captive coal
mines allocated for it.
While coal-based power projects provide large headroom
for growth, we are equally confident about the benefits
and advantages that would accrue from having hydro power
projects in our portfolio. We have therefore keenly
participated in the bids for such projects and have recently
been awarded four more hydro power projects for
development in the state of Arunachal Pradesh. With this,
the total hydro capacity in our portfolio has gone up to
4,620 MW, while our aggregate portfolio now stands at
more than 33,000 MW.
"We are not just about scale and size
we are also about the pursuit of excellence,
the integrity of our values and the quality of our services."
- Anil D Ambani
6
Reliance Power Limited
Letter to Shareowners
Securing Fuel tie-ups
Fuel availability and its pricing continue to be one of the
biggest challenges for power projects in India. While we
have plenty of coal reserves in the country, the development
of mines has not kept pace with our ambitious programme
for the addition of generation capacities. We have therefore
made it a conscious part of our strategy to ensure that a
major portion of our coal-based generation portfolio is
supported by captive mines.
The proposed Ultra Mega Power Project at Tilaiya has given
us the right to develop coal mines with estimated reserves
of almost one billion metric tonnes. Potentially, this makes
us one of the largest coal mining companies in the country,
with nearly 2 billion tonnes of aggregate reserves.
Performance review
The salient points of companys financial performance are:
Total income of Rs 334.72 crore as compared to
Rs 132.87 crore in the previous year.
Net profit of Rs 248.90 crore as compared to Rs 94.67
crore in the previous year.
Earnings per share (EPS) of Rs 1.04 as compared to
Re 0.17 in the previous year.
Corporate governance
During the year under review, a series of unfortunate
disclosures brought the spotlight back on governance
practices in Corporate India and jolted investors in India
and across the world.
We remain committed to maintaining the highest standards
of corporate governance and would continue to work in a
transparent and professional manner for creating value for
all stakeholders.
There is nothing we value more highly than the trust of
our 3.8 million shareholders, the largest such family in the
world. And we will do all we can to preserve, protect and
enhance it.
Social Commitments
Our company is setting up power projects across the length
and breadth of the country. These projects entail the
acquisition of significant amounts of land which, in some
cases, mi ght come from people who have to be
rehabilitated and resettled. We are committed to adopting
Rehabilitation & Resettlement (R&R) policies which go
beyond the norms set out by the Government. Our intention
is to ensure that we meet the development needs of the
local community wherever we are setting up our projects.
Our commitment
Our Company takes pride in being a part of the Reliance
Anil Dhirubhai Ambani Group, which ranks among Indias
top business houses. This association would continue to
shape our vision and values.
At Reliance Power, we believe in maximizing shareholders
value, and in benchmarking ourselves to the best global
standards. We make every effort to ensure that our projects
are based on cutting-edge technologies, and are executed
at speeds and costs which are unmatched in the industry.
The last financial year was a landmark year in our endeavour
to take over the mantle of leadership among Indias private
sector power players. The year ahead will be, if anything,
even more critical.
As ever, I seek your whole-hear ted suppor t and
encouragement in this exciting journey.
Anil D Ambani
Chairman
7
Reliance Power Limited
Notice
Notice is hereby given that the 15th Annual General
Meeting (AGM) of the Members of Reliance Power Limited
will be held on Tuesday, July 28, 2009 at 11.00 a.m. at
Birla Matushri Sabhagar, 19 Sir Vithaldas Thackersey Marg,
Mumbai 400 020, to transact the following business:
Ordinary Business
1. To consider and adopt the audited Balance Sheet as
at March 31, 2009, the Profit and Loss Account for
the year ended on that date and the reports of the
Board of Directors and Auditors thereon.
2. To appoint a Director in place of Shri S L Rao who
retires by rotation and being eligible offers himself for
re-appointment.
3. To appoint a Director in place of Shri J L Bajaj who
retires by rotation and being eligible offers himself for
re-appointment.
4. To consider and, if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary
Resolution:
RESOLVED THAT Price Waterhouse, Char tered
Accountants and Chaturvedi & Shah, Chartered
Accountants, be and are hereby appointed as joint
statutory auditors of the Company, to hold office from
the conclusion of this Annual General Meeting until
the conclusion of the next Annual General Meeting of
the Company, on such remuneration as may be fixed
by the Board of Directors.
Special Business
5. To consider and, if though fit, to pass with or without
modification(s), the following resolution as a Special
Resolution:
RESOLVED THAT pursuant to the provisions of Section
31 and all other applicable provisions, if any, of the
Companies Act, 1956, (including any statutory
modification or re-enactment thereof, for the time
being in force) the Articles of Association of the
Company be amended by inserting the following new
clause 87 after the existing clause 86;
Clause 87
The Company shall continue to hold equity stake in
Sasan Power Limited and Chitrangi Power Private
Limited, such that Sasan Power Limited and Chitrangi
Power Private Limited remain subsidiaries of the
Company during the life span of the Sasan Ultra Mega
Power Project, Moher, Moher Amlohri Extension and
Chhatrasal Coal Mines.
RESOLVED FURTHER THAT for the purpose of giving
effect to this resolution, the Board of Directors of the
Company be and is hereby authorised to take all such
steps and actions and give such directions as may be
in its absolute discretion deem necessary and to settle
any question that may arise in this regard.
By Order of the Board
Paresh Rathod
Company Secretary
Registered Office:
H Block, 1st Floor
Dhirubhai Ambani Knowledge City
Navi Mumbai 400 710
April 23, 2009
Notes
1. A Member entitled to attend and vote at the Annual
General Meeting (the Meeting) is entitled to appoint
a proxy to attend and vote on a poll, instead of
herself/ himself and the proxy need not be a
member of the Company. The instrument appointing
a proxy should, however, be deposited at the
registered office of the Company not less than 48
hours before the commencement of the Meeting.
2. Corporate Members are requested to send a duly
certified copy of the Board Resolution authorising their
representatives to attend and vote at the Meeting.
3. Members/proxies should fill in the attendance slip for
attending the Meeting.
4. In case of joint holders attending the Meeting, only
such joint holder who is higher in the order of names
will be entitled to vote.
5. Members who hold shares in electronic form are
requested to write their DP Id and Client Id numbers
and those who hold shares in physical form are
requested to write their folio number in the attendance
slip for attending the Meeting to facilitate identification
of membership at the Meeting. Members are requested
to bring their attendance slip along with their copy of
the Annual Report to the Meeting.
6. Relevant documents referred to in the accompanying
Notice are open for inspection by the members at the
registered office of the Company on all working days
except Saturdays between 11.00 a.m. and 1.00 p.m.
up to the date of the Meeting.
7. An Explanatory statement pursuant to Section 173(2)
of the Companies Act, 1956, relating to item no. 5 of
the notice setting out the material facts is annexed
hereto.
8
Reliance Power Limited
8. The Companys Register of Members and the Share
Transfer Books will remain closed from Tuesday, July
21, 2009 to Tuesday, July 28, 2009 (both days
inclusive).
9. Non-resident Indian Members are requested to inform
Karvy Computershare Private Limited, immediately on
the change in the residential status on return to India
for permanent settlement.
10. Re-appointment of directors; At the ensuing meeting,
Shri S L Rao and Shri J L Bajaj, directors of the Company
retire by rotation and being eligible offer themselves
for re-appointment. The details pertaining to these
directors required to be provided pursuant to clause
49 of the listing agreement are furnished in the
statements on Corporate Governance forming part of
this Annual Report.
11. Members are advised to refer to the section titled
Investor Information provided in the Annual Report.
12. Members are requested to fill in and send the Response
form provided in this Annual Report, to aid the Company
in its constant endeavour to enhance the standards of
service to its investors.
13. Pursuant to circular No. SEBI/CFD/DIL/LA/2/2007/
26/4 dated April 26, 2007, issued by the Securities
and Exchange Board of India, the statement containing
the salient features of the balance sheet, profit and
loss account and auditors report (Abridged Financial
Statements), is sent to the members along with the
Abridged Consolidated Financial Statements. Any
member interested in obtaining a copy of the
unabridged Annual Report, may write to the Registrar
and Transfer Agent of the Company.
Annexure to the Notice
Explanatory statement pursuant to Section 173(2) of the Companies Act, 1956
Notice
Item No. 5
Sasan Power Limited (SPL) is a wholly owned subsidiary of
the Company. SPL is currently developing a 3,960 MW
coal-fired Ultra Mega Power Project (UMPP) involving
supercritical technology at Sasan, in the state of Madhya
Pradesh. Furthermore, Chitrangi Power Private Limited
(CPPL), a wholly owned subsidiary of the Company, is also
developing a 3,960 MW coal-fired power project at
Chitrangi Tehsil, Sidhi District, Madhya Pradesh. The coal
requirements for operation of the aforesaid projects in near
future will be supplied from Moher, Moher Amlohri extension
and Chhatrasal Coal mines (collectively referred to as
Mines), which were allotted to SPL by the Ministry of
Coal, Government of India. Accordingly, for offtake of coal
from aforesaid mines, both SPL and CPPL will have to
remain subsidiaries of the Company during the life span of
the Sasan Ultra Mega Power Project and the Mines.
Therefore, the Articles of Association of the Company need
to be suitably amended.
The proposed amendment is being made in order to comply
with the requirements imposed by the concerned
authorities.
Pursuant to the provisions of Section 31 of the Companies
Act, 1956, any amendment to the Articles of Association
of the Company requires approval of Members by way of a
special resolution.
The board of directors, accordingly, recommends the
resolution set out at Item No. 5 of the accompanying Notice
for the approval of the Members.
None of the directors of the Company is, in any way,
concerned or interested in the resolution.
By Order of the Board
Paresh Rathod
Company Secretary
Registered Office:
H Block, 1st Floor
Dhirubhai Ambani Knowledge City
Navi Mumbai 400 710
April 23, 2009
9
Reliance Power Limited
Directors Report
Dear Shareowners,
Your Directors have pleasure in presenting the 15th Annual Report, together with the audited statement of accounts of
the Company for the year ended March 31, 2009.
Financial Results
The performance of the Company for the financial year ended March 31, 2009 is summarised below:
Particulars Financial Year ended Financial Year ended
March 31, 2009 March 31, 2008
Rs in million US $ in million * Rs in million US $ in million *
Total Income 3,347.16 65.99 1,328.67 33.12
Profit before tax 2,564.74 50.57 1,014.39 25.28
Less: Provision for taxation
- Current tax 71.00 1.40 58.00 1.45
- Fringe benefit tax 4.60 0.09 4.00 0.10
- Wealth Tax 0.10 - - -
- Taxes of earlier years - - 5.70 0.13
Profit after tax 2,489.04 49.07 946.69 23.60
Balance of Profit brought forward 946.84 18.67 0.15 -
from previous year
Balance carried to Balance Sheet 3,435.88 67.74 946.84 23.60
* Rs 50.72 = US $ 1 Exchange rate as on March 31, 2009 (Rs 40.12 = US $ 1 as on March 31, 2008)
Financial Performance
During the year under review, your Company recorded total
income of Rs 334.72 crore, against Rs 132.87 crore in
the previous year. Net Profit for the financial year ended
March 31, 2009 increased to Rs 248.90 crore from
Rs 94.67 crore in the previous year. Shareholders equity
(networth) increased to Rs 13,792.81 crore from
Rs 13,542.68 crore in the previous year.
Issue and allotment of Bonus Shares
Subsequent to the closing of the Initial Public Offering
(IPO) of the Company, the global and Indian equity markets
suffered an extraordinary meltdown. In line with the global
trend, the Companys share price had also closed below
the IPO price after listing on February 11, 2008. Equity
shares, by their very nature, are risk-bearing instruments
and there is no obligation on behalf of any issuer to insure
investors against possible losses. However, in keeping with
the Reliance ADA Groups fundamental and over-riding
philosophy of creating value for genuine long term investors,
the board of directors of the Company deemed appropriate
as one-time measure to reduce the effective cost of
acquisition of the Companys shares below the IPO price
by issue of bonus shares.
Accordingly, the board had recommended issue of bonus
shares to all the shareholders of the Company under public
category in the ratio of three new fully paid-up equity
shares of Rs 10 each for every five existing fully paid-up
equity shares of Rs 10 each held. The Promoters of the
Company viz. AAA Project Ventures Private Limited (AAA)
and Reliance Infrastructure Limited (RInfra), who held
45 per cent each of the equity shares of the Company
waived their entitlement to receive the bonus shares.
Besides, in order to ensure that the holding of RInfra is not
diluted, AAA undertook to gift 6.15 crore shares of the
Company out of its holding to RInfra.
The members through Postal Ballot approved the proposal
on April 21, 2008, for issue and allotment of bonus equity
shares in the proportion of three new fully paid-up equity
shares of Rs 10 each for every five fully paid-up equity
shares of Rs 10 each held as on the Record Date.
Pursuant to approval of the members, the Company issued
and allotted 13.68 crore equity shares of Rs 10 each
aggregating Rs 136.80 crore as bonus shares credited as
fully paid up by capitalisation of the sum standing to the
credit of the Securities Premium Account to all members
(other than the Promoters) of the Company, holding equity
shares of Rs 10 each of the Company at the close of
business hours on June 2, 2008, being the date prior to
the book closure from June 3, 2008 to June 5, 2008 (both
days inclusive), notified by the Board of Directors for this
purpose, in the ratio of three new fully paid-up equity
shares of Rs 10 each for every five fully paid up equity
shares of Rs 10 each held.
10
Reliance Power Limited
As per the undertaking given to RInfra as mentioned above,
AAA, gifted 6.15 crore shares of the Company to RInfra. As
a result RInfra continue to hold 44.96 per cent of the
equity shares of the Company, while holding of AAA declined
to 39.82 per cent of the equity shares of the Company.
The equity shares allotted through bonus issue were listed
at the Bombay Stock Exchange Limited and the National
Stock Exchange of India Limited and started trading from
June 18, 2008.
Dividend
Your Directors have not recommended any dividend on
equity shares for the year under review.
Management Discussion and Analysis
The Management Discussion and Analysis of financial
condition including the result of operations of the Company
for the year under review, as required under clause 49 of
the listing agreement with the stock exchanges, is given as
a separate statement in Annual Report.
The Company and its subsidiaries have entered into various
contracts in the areas of power business. While benefits
from such contracts will accrue in the future years, their
progress is periodically reviewed.
Subsidiary Companies
The Company, as of March 31, 2009 had 14 subsidiaries,
viz. Sasan Power Limited, Rosa Power Supply Company
Limited, Maharashtra Energy Generation Limited, Vidarbha
Industries Power Limited, Tato Hydro Power Private Limited,
Siyom Hydro Power Private Limited, Chitrangi Power Private
Limited, Urthing Sobla Hydro Power Private Limited, Kalai
Power Private Limited, Coastal Andhra Power Limited,
Reliance Coal Resources Private Limited, Sasan Power
Infrastructure Limited and Sasan Power Infraventures Private
Limited. Reliance Power International Sarl, Luxemburg,
became subsidiary in terms of Section 4(1)(b)(ii) of the
Companies Act, 1956. Besides, Maharashtra Energy
Generation Infrastructure Limited, is a wholly owned
subsidiary of Maharashtra Energy Generation Limited and
Coastal Andhra Power Infrastructure Limited, is a wholly
owned subsidiary of Coastal Andhra Power Limited. In terms
of Section 4(1)(c) of the Companies Act, 1956, these two
companies are subsidiaries of the Company.
In terms of the approvals granted by the Central Government
under Section 212(8) of the Companies Act, 1956, copies
of the balance sheet, profit and loss account and reports
of the board of directors and auditors of the subsisting
subsidiaries have not been attached with the balance sheet
of the Company. However, these documents will be made
available upon request by any member of the Company
interested in obtaining the same. As directed by the Central
Government, the financial data of the subsidiaries has been
furnished in the Notes on consolidated financial statements,
which forms part of the Annual Report. The annual accounts
of the Company including that of subsidiaries will be kept
Directors Report
for inspection by any member. Further, pursuant to
Accounting Standard-21 (AS-21) prescribed under the
Compani es (Accounti ng Standards) Rules, 2006,
Consolidated Financial Statements presented by the
Company include financial information about its subsidiaries.
Fixed Deposits
The Company has not accepted any fixed deposits during
the year.
Directors
Shri S L Rao and Shri J L Bajaj retire by rotation and are
eligible for re-appointment. Brief resumes of these directors,
the nature of their expertise in specific functional areas,
names of companies in which they hold directorships and
the memberships/chairmanship of committees of the board,
their shareholdings, etc. as stipulated under clause 49 of
the listing agreement with the stock exchanges in India
are provided in the report on corporate governance forming
part of the Annual Report.
Directors Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of
the Companies Act, 1956, with respect to the Directors
Responsibility Statement, it is hereby confirmed that:
(i) in the preparation of the annual accounts for the
financial year ended March 31, 2009, the applicable
accounting standards have been followed and that
there are no material departures from the same;
(ii) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of
the Company as at March 31, 2009, and of the profit
of the Company for the said period;
(iii) the Directors have taken proper and sufficient care to
the best of their knowledge and ability for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
1956, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities; and
(iv) the Directors have prepared the accounts for the
financial year ended March 31, 2009 on a going
concern basis.
The above statements were noted by the audit committee
at its meeting held on April 22, 2009.
Group
Pursuant to an intimation from the Promoters, the names
of the Promoters and entities comprising group as defined
under the Monopolies and Restrictive Trade Practices
(MRTP) Act, 1969, are furnished in the Annual Report for
the purpose of the SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 1997.
11
Reliance Power Limited
Consolidated Financial Statements
The audited consolidated financial statements based on
the financial statements received from subsidiary companies,
as approved by their respective board of directors, have
been prepared in accordance with the Accounting Standard-
21 (AS-21) - Consolidated Financial Statements notified
under Section 211 (3C) of the Companies Act 1956, read
with Companies (Accounting Standards) Rules, 2006, as
applicable.
Auditors
Price Waterhouse, Chartered Accountants and Chaturvedi
& Shah, Chartered Accountants, statutory auditors of the
Company, hold office until the conclusion of the ensuing
annual general meeting and are eligible for re-appointment.
The Company has received letters from Price Waterhouse,
Chartered Accountants and Chaturvedi & Shah, Chartered
Accountants, to the effect that their appointment, if made,
would be within the prescribed limits under Section 224
(1B) of the Companies Act, 1956, and that they are not
disqualified for such appointment within the meaning of
Section 226 of the Companies Act, 1956.
Particulars of Employees
In terms of the provisions of Section 217 (2A) of the
Companies Act, 1956, read with the Companies (Particulars
of Employees) Rules, 1975, the names and other particulars
of employees are set out in the Annexure to the Directors
report. However, having regard to the provisions of Section
219 (1) (b) (iv) of the Companies Act, 1956, the Annual
Report is being sent to all members of the Company
excluding the aforesaid information. Any member interested
in obtaining such particulars may write to the Company
Secretary at the registered office of the Company.
Energy Conservation, Technology Absorption and Foreign
Exchange Earnings and Outgo
The Information in accordance with the provisions of Section
217(1)(e) of the Companies Act, 1956, read with the
Companies (Disclosures of Particulars in the Report of Board
of Directors) Rules, 1988, regarding conservation of energy
and technology absorption are not given as the Company
has not undertaken any manufacturing activity.
Foreign Exchange Earnings and Outgo
Foreign Exchange earned : Rs Nil (previous year Rs Nil)
Foreign Exchange used : Rs 534.76 Lakh (previous
year Rs 35.41 Lakh)
Corporate Governance
The Company has adopted the Reliance Anil Dhirubhai
Ambani Group Corporate Governance Policies and Code
of Conduct which has set out the systems, processes and
policies conforming to international standards. As per clause
49 of the Listing Agreement, a separate section on
Corporate Governance forms part of the Annual Report.
A certificate from the Auditors of the Company regarding
compliance with the conditions of Corporate Governance
as stipulated under clause 49 of the Listing Agreement is
given in the Annexure hereto.
Acknowledgments
Your Directors wish to place on record their appreciation
for the continued support and co-operation of the
shareholders, bankers, various regulatory and government
authorities and for the valuable contributions made by the
employees of the Company.
On behalf of the Board of Directors
Mumbai Anil D Ambani
April 23, 2009 Chairman
Directors Report
12
Reliance Power Limited
Annexure to the Directors Report
Auditors Certificate on compliance with the conditions of Corporate Governance under Clause 49 of the Listing
Agreement(s)
To the Members of Reliance Power Limited
We have examined the compliance of the conditions of Corporate Governance by Reliance Power Limited (the Company)
for the year ended March 31, 2009, as stipulated in Clause 49 of the Listing Agreement of the Company with the Stock
Exchanges in India.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was
carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in clause 49
of the Listing Agreement), issued by Institute of Chartered Accountants of India and was limited to procedures and
implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance.
It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the
Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing
Agreements.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency
or effectiveness with which the management has conducted the affairs of the Company.
For Price WaterHouse Chaturvedi & Shah
Chartered Accountants Chartered Accountants
Partha Ghosh C D Lala
Partner Partner
Membership No.: 55913 Membership No. : 35671
Date : April 23, 2009 Date : April 23, 2009
Place : Mumbai Place : Mumbai
Directors Report
13
Reliance Power Limited
Management Discussion and Analysis
Forward looking statements
Statements in this Management Discussion and Analysis of
Financial Condition and Results of Operations of the
Company describing the Companys objectives, expectations
or predictions may be forward looking within the meaning
of applicable securities laws and regulations. Forward-
looking statements are based on certain assumptions and
expectations of future events.
The Company cannot guarantee that these assumptions
and expectations are accurate or will be realised. The
Company assumes no responsibility to publicly amend,
modify or revise forward-looking statements, on the basis
of any subsequent developments, information or events.
Actual results may differ materially from those expressed
in the statement. Important factors that could influence
the Companys operations include cost of fuel, determination
of tariff and such other charges and levies by the regulatory
authority, changes in government regulations, tax laws,
economic developments within the country and such other
factors.
The financial statements are prepared under historical cost
convention, on accrual basis of accounting, and in
accordance with the provisions of the Companies Act, 1956
(the Act) and comply with the accounting standards notified
under Section 211 (3C) of the Act read with Companies
(Accounting Standards) Rules, 2006. The management of
Reliance Power Limited (Reliance Power or RPower or
the Company) accepts responsibility for the integrity and
objectivity of these financial statements, as well as for
various estimates and judgments used therein. These
estimates and judgments relating to the financial statements
have been made on a prudent and reasonable basis, in
order that the financial statements reflect in a true and fair
manner, the state of affairs and profits for the year.
The following discussions on our financial condition and
result of operations should be read together with our audited
consolidated financial statements and the notes to these
statements included in the Annual Report.
Unless otherwise specified or the context otherwise requires,
all references herein to we, us, our, the Company,
Reliance, RPower or Reliance Power are to Reliance
Power Limited and/or its subsidiary companies.
Economic Outlook
The Indian economy entered the financial year 2008-09
on a buoyant note, During the preceding three years, the
country had, witnessed tremendous economic growth with
Gross Domestic Product (GDP) expanding at an average of
9 per cent. However, the growth momentum was
moderated because of the global economic conditions. Like
all other emerging economies, India too was impacted
by the credit crisis, indeed more so than was imagined
earlier. The slowdown in growth was reflected in lower
industrial production, negative exports, deceleration in
services activities, dented corporate margins and diminished
business confidence. As per the revised estimates for the
FY 2008-09, the GDP for the year grew at 6.7 per cent
as against 9.1 per cent in the previous year.
But it was not all gloom and doom. There were some
comforting signs too. Well-functioning financial markets,
robust rural demand, lower headline inflation and robust
foreign exchange reserves were all pointers to the long-
term strength and resilience of the Indian Economy. The
timely fiscal stimulus packages announced by the
Government, coupled with, swift monetary easing and
regulatory action by the Reserve Bank of India, helped to
arrest the slow down and keep the economy ticking.
The global situation saw some easing, thanks to an
unprecedented and coordinated policy action by authorities
across major economies of the world. It is hoped that we
will continue to build on the recovery that is currently
underway.
Indian Power Sector
During financial year 2008-09, new power generating
capacity amounting to more than 4,905 MW was added
taking the total installed capacity at end of financial year
2008-09 to 1,47,966 MW.
The fuels source-wise and region-wise break-up of power generation capacity in India as on March 31, 2009 was:
Thermal
Region Coal Gas Diesel Total Nuclear Hydro RES Total
North India 19,140 3,531 13 22,684 1,180 13,425 1,766 39,055
West India 25,918 6,983 18 32,919 1,840 7,449 4,024 46,231
South India 16,410 3,679 939 21,028 1,100 10,954 7,048 40,130
East India 15,739 190 17 15,946 0 3,934 227 20,108
North East India 170 766 143 1,079 0 1,116 171 2,366
Islands 0 0 70 70 0 0 6 76
All India 77,376 15,149 1,200 93,725 4,120 36,878 13,242 147,966
Source: Power scenerio as a glance, April 2009, Central Electricity Authority (CEA)
14
Reliance Power Limited
Management Discussion and Analysis
India has been traditionally dependent on thermal power
as a source of power generation, which constitutes about
63 per cent of the current capacity. The balance is
contributed by hydroelectric power (25 per cent), nuclear
(3 per cent), and renewable energy (9 per cent). The
western region accounts for the largest share (31 per cent)
of the installed power generation capacity in India followed
by the southern region with 27 per cent and the northern
region with 26 per cent. The southern region remains the
dominant region in renewable energy source accounting
for more than 53 per cent of the total renewable energy
based installed capacity.
The increase in installed power generation capacity has
however not kept pace with the increase in demand for
power thus leading to power shortages. The per capita
consumption of electricity increased from 15 kwh in 1950
to 704 kwh in FY 2007-08, which however continues to
be very low in comparison to other developed and
developing countries. The gap in demand and supply has
led to significant shortages as can be seen from the figures
of financial year 2008-09:
Region Energy Energy Peak Peak
requirement Deficit demand Deficit
(million % (Mega %
kwh) watt;
10^6
watts)
North India 224,218 -10.8 33,034 -10.7
West India 254,486 -16.0 37,240 -19.0
South India 204,086 -7.5 28,340 -7.4
East India 82,127 -4.6 12,901 -9.4
North East India 9,407 -13.5 1,820 -25.4
All India 774,324 -11.0 109,809 -12.0
Source: Power scenerio as a glance, April 2009, Central Electricity
Authority (CEA)
Major opportunities
Estimates of demand and supply of power for the coming
years have indicated a continued supply gap for many years
to come. The government has taken various initiatives to
increase public as well as private investments in the sector
to enhance generation capacity and eliminate the deficit.
Following the enactment of the Electricity Act, 2003, the
Government has implemented a series of policy reforms to
the power generation sector attractive for investors.
As a part of these reforms, the Central Government
introduced the concept of Ultra Mega Power Projects
(UMPPs) to bridge the demand-supply deficit. Entailing
an investment of nearly Rs 16,000-18,000 crore per
project, the UMPPs are being developed on supercritical
technology. As operating pressure and temperature of a
supercritical boiler is significantly higher, it is much more
efficient than a subcritical boiler and leads to lower fuel
consumptions and CO
2
emission. Various state governments
have al so been pursui ng thei r i ndi vi dual capaci ty
enhancement programmes by inviting competitive bids for
putting up power projects in their respective states. States
have also been inviting bids from developers for supply of
power from projects which may be located outside their
states.
Despite all these initiatives, it is expected that demand-
supply gap may continue for the next few years. This has
provided an opportunity to developers to put up power
projects and sell power on merchant basis without entering
into long term Power Purchase Agreements (PPAs). Such
short term power sale fetches higher premiums providing
attractive returns to the developers of merchant-power
projects.
With increasing focus on environment related issues, power
projects, employing clean and environment-friendly
technology can also earn carbon credits, which are traded
extensively in the international market thus providing an
additional source of revenue.
Key Risks and its management
Power projects are highly capital intensive and have a long
gestation period. There are different stages in the project
development cycle, each one of which carries different
risks. Some of the critical milestones of the development
phase are;
requisite statutory approvals
land acquisition
fuel, water and transmission linkages
financial closure
construction and commissioning
During the construction phase, ensuring that all supply and
erection contracts are placed on time and within the original
cost estimates is a critical challenge. Afterwards, it is equally
critical that all the vendors and contractors perform their
responsibilities in the assigned time frame.
During the operations phase, operating and maintaining
the power plant efficiently and ensuring that operational
costs and performance are maintained in line with the
norms, is the major challenge.
Reliance Power has put in place a Risk Management
Framework, which provides for identifying, assessing,
monitoring, and reporting various risks at all levels. Under
the framework, the Company has constituted a Risk
Management Committee at both the corporate as well as
project level to continuously monitor, report and mitigate
various risks faced. The outcome of this monitoring is
reported to the audit committee of the board of directors.
15
Reliance Power Limited
Management Discussion and Analysis
Discussion on Operations of the Company
The Company does not have any operational power project
and has a large pipeline of power projects under various
stages of implementation which will become operational
within the next few years.
Status of Project Development
Reliance Power is currently developing sixteen large and
medium sized power projects with a combined planned
installed capacity of 33,480 MW, one of the largest
portfolio of power generation assets under development
in India.
The sixteen power projects are planned to be diverse in
geographic location, fuel type, fuel source and offtake and
each project is planned to be strategically located near an
available fuel supply or load center. The identified project
sites are located in western India (12,220 MW), northern
India (9,080 MW), eastern India (3,960 MW), northeastern
India (4,220 MW) and southern India (4,000 MW). They
include eight coal-based projects (18,580 MW) to be
fueled by reserves from captive mines and supplies from
India and abroad, two gas-based projects (10,280 MW)
to be fueled primarily by reserves from the Krishna Godavari
Basin (the KG Basin) off the east coast of India and seven
hydroelectric projects (4,620 MW), six of them in Arunachal
Pradesh and one in Uttarakhand. The Company intends to
sell the power generated by these projects under a
combination of long-term and short-term Power Purchase
Agreements (PPAs) to state-owned and private distribution
companies and industrial consumers.
All the projects are in various stages of development. During
the year, significant progress has been made in the projects.
1. Rosa Stage 1, a 600 MW coal-based Power Project in
Uttar Pradesh
Rosa Power Supply Company Limited (RPSCL), a wholly
owned subsidiary of Reliance Power, is developing a
1,200 MW coal-based power project at Rosa village
in Shahjahanpur, Uttar Pradesh in two stages of 600
MW each.
Rosa Stage 1 will be a 2x300 MW coal-based power
project and will employ subcritical Pulverized Coal
Combustion (PCC) technology. The project has been
identified as an 11
th
plan project by the Ministry of
Power (MoP) and is scheduled to be fully commissioned
in the current financial year (2009-10). Construction
of various systems / sub-systems is ahead of schedule
and is currently in the advanced stage of its construction
phase.
The first project of the Company, which is about to
enter the commissioning phase, is enjoying support
from the Government, with Rosa Stage 1 designated
as a priority project. The sale of power to be generated
from the plant is also secured with a Power Purchase
Agreement (PPA) for the entire power generated by
Rosa Stage 1 with Uttar Pradesh Power Company
Limited (UPPCL) on a cost plus tariff basis based on
Tariff Guidelines set by State Power Regulatory Body.
The project is ahead of schedule with most of the
major infrastructure-related work either completed or
on the verge of completion. Erection of structural steel
platform for all nine levels and roof sheeting has been
completed for Unit 1 and 2 while Turbine Generator
(TG) deck casting is completed for Unit 2. Drum lifting
of Boiler Unit 1 and Unit 2 has also been completed.
Unit 1 boiler hydro test, a major milestone, was
completed within six months from the date of drum
lifting, which is a record of its sort.
2. Rosa Stage 2, a 600 MW coal-based Power Project in
Uttar Pradesh
Rosa Stage 2 will be a 2x300 MW coal-based power
project. The Stage II is also scheduled to commence
power generation (be on-stream) within the 11
th
plan
(i.e. by March 2012). Stage 2 got a head-start with
the land acquired and water allocated for Rosa Stage
1 being sufficient to accommodate Rosa Stage 2 as
well. The Rosa Stage 2 expansion project, which got
approval from the Government of Uttar Pradesh,
received key clearances and approvals from Airports
Authority of India and Defence for chimney height.
Like Stage 1, even the Stage 2 secured offtake of its
power wi th confi rmati on from Uttar Pradesh
Government to buy 300 MW and a PPA has been
signed with Reliance Energy Trading Limited (RETL)
for sale of the balance 300 MW. Fuel supply has also
been secured with the Government of India awarding
long-term coal linkage for the expansion. Most of the
sanctions for debt from banks and institutions are in
place with IDBI Bank acting as the lead lender.
3. Butibori, a 300 MW coal-based Power Project in
Maharashtra
Vidarbha Industries Power Limited (VIPL), a subsidiary
of Reliance Power, is currently developing a 300 MW
coal-based power project with subcritical technology
to be located at Butibori, Maharashtra Industrial
Development Corporation (MIDC) area in Nagpur,
Maharashtra. The construction of the Project, which is
expected to be completed in the 11
th
Plan, was
i naugurated by the Honble Chi ef Mi ni ster of
Maharashtra, Shri Ashok Chavan in February 2009.
The construction activities at the project site
commenced with the project having physical possession
of 91 hectares of land. The Engineering, Procurement
and Construction (EPC) contract was awarded to
Reliance Infrastructure Limited and the Boiler Turbine
Generator (BTG) contract was awarded to Shanghai
Electric Company, China. The project obtained all
16
Reliance Power Limited
Management Discussion and Analysis
necessary major clearances and has appointed Axis Bank
Limited as the lead arranger for debt funding. Sanctions
have already been received from Axis Bank (the lead
lender) and other banks and financial institutions to
fund the project.
The plant, which is situated in the midst of industrial
area, will primarily cater to industries thus ensuring
perpetual demand for the power generated from the
plant. It has already signed Power Supply Agreement
(PSA) for major part of the capacity, while discussions
with other industrial consumers are in progress.
4. Sasan Ultra Mega Power Project, a 3,960 MW pithead
coal-based Project in Madhya Pradesh
Sasan Power Limited (SPL), a wholly owned subsidiary
of Reliance Power, is developing a 3,960 MW coal-
based UMPP at Sasan, Madhya Pradesh. Being a
pithead coal based project, the project is free from
fuel supply concerns. The plant has been allocated
three captive coal blocks, Moher, Moher-Amlohri
Extension, and Chhatrasal to meet its fuel requirements.
The project is expected to set a new benchmark in
terms of commissioning period after the commissioning
schedule was advanced by three years. The first Unit
of the project shall be commissioned in December
2011 and the entire project would be commissioned
by March 2013, more than three years ahead of
schedule with respect to the original Power Purchase
Agreement.
With necessary clearances including clearances from
Ministry of Environment and Forests (MoEF), mine plan
and environmental clearance obtained for Moher and
for Moher-Amlohri extension, the project is well on its
course to meet the advanced commissioning schedule.
Construction activities have begun at site and
considerable progress has been made with regard to
preliminary construction activities including site
levelling, boundary wall, office building, batching plant,
erection of poles and switchyard for construction power
supply, etc. The construction of Resettlement and
Rehabilitation (R&R) colony has been completed. EPC
contract has been awarded to a consortium of Reliance
Infrastructure Limited and Reliance Infra Projects (UK)
Limited.
On the financial front, the project has achieved a major
milestone with the execution of the financing
agreements with a consortium of 13 Banks and
Financial Institutions. This was a landmark event in
Indias project finance history as banks and financial
institutions have appraised an integrated coal mine-
cum-power project of this scale for the first time in
India. The achievement is immensely significant when
seen in the backdrop of financial and economic turmoil
in all global economies.
5. Krishnapatnam Ultra Mega Power Project, a 4,000 MW
imported coal-based Project in Andhra Pradesh
Coastal Andhra Power Limited (CAPL), a wholly owned
subsidiary of the Company is currently developing a
4,000 MW coal-based UMPP to be located near
Krishnapatnam, Andhra Pradesh. The Krishnapatnam
project, which was awarded to Reliance Power following
an international competitive bidding process, is located
approximately 3 kms from the nearest port where
imported coal will be delivered to supply fuel for the
project.
The Krishnapatnam project will be a coal-based project
and will employ super-critical technology. The project
is scheduled to come on-stream by September 2013,
when the first unit is commissioned and the project is
scheduled to be fully commissioned by October 2015.
Construction activities at the site have commenced
with the Company already in possession of nearly 90
per cent of the land. The Company has taken up the
exercise of construction of Resettlement and
Rehabilitation (R&R) dwelling units and other site
enabling works. All key clearances and approvals
required for the project are in place. All the required
site studies have been completed.
Good progress has been achieved in construction
activities which include site leveling, boundary wall,
levelling site office, stores, switchyard for construction
power etc.
The Company is now focusing on early financial closure.
IDBI Bank Limited and Power Finance Corporation
Limited (PFC) have been appointed as the co-lead
arrangers for the project and have also sanctioned
Rupee Loans. Reserve Bank of India has already
accorded approval for External Commercial Borrowings
to the tune of US$ 2 billion.
6. Chitrangi Power Project, a 3,960 MW coal-based Power
Project in Madhya Pradesh
Chitrangi Power Private Limited (previously MP Power
Generation Private Limited), a wholly owned subsidiary
of the Company, is set to develop a 3,960 MW coal-
based power project at Chitrangi Tehsil, Singrauli District,
Madhya Pradesh.
In September 2007, the Company entered into a
Memorandum of Understanding (MoU) with the
Government of Madhya Pradesh (GoMP) under which
the Company agreed to establish coal-based power
project, subject to completion of feasibility studies and
approval of the board.
With land already identified for the project, the
Company had filed application for government and
private land. The project has also obtained in principle
water allocation from GoMP. Regarding source of fuel,
17
Reliance Power Limited
Management Discussion and Analysis
permission has been obtained from the Government
of India to use the incremental coal from the captive
coal blocks allocated for Sasan UMPP.
Reliance Power has already secured a bid to supply
1,241 MW power to Madhya Pradesh Power Trading
Company Limited (MPPTCL) at a levelized tariff of
Rs 2.45 a unit from the Project. The Company is also
pursuing other opportunities to tie up for offtake of
balance capacity.
7. Shahapur Coal and Gas, a 4,000 MW combined gas-
based and coal-based Power Project, in Shahapur in
Maharashtra
Maharashtra Energy Generation Limited (MEGL), a
wholly owned subsidiary of the Company, is currently
developing a combined 1,200 MW coal-based and a
2,800 MW gas-based power project at Shahpur, Dist.
Raigad in Maharashtra.
The project has received all major clearances and
approvals including environmental clearance from the
Ministry of Environment and Forest (MoEF), of the
Government of India, including for Captive Jetty and
other infrastructure facilities in Coastal Regulation Zone
(CRZ). The Government of Maharashtra (GoM) has
already granted firm water allocation for the project.
Meanwhile, MEGLs Resettlement & Rehabilitation
(R&R) proposal has been reviewed by the Maharashtra
State Rehabilitation Committee and granted in-principle
approval.
8. Dadri, a 7,480 MW gas-based Power Project, Uttar
Pradesh
The project entails the development, construction and
operation of a 7,480 MW gas based power generation
project at Dhirubhai Ambani Energy City, near Dadri in
Ghaziabad District of Uttar Pradesh.
The power project, to be developed in phases, will be
the worlds largest gas based power generation plant
at a single location. The Company has already obtained
possession of 850 hectares of land required for the
project and acquisition and transfer of around 160
hectares is underway. The project has received all
statutory clearances from the Central and Uttar Pradesh
Government authorities including environmental
clearance from the MoEF for the full capacity of 7,480
MW, award of Mega Power Project Status from the
Ministry of Power, water allocation (allocation from
Ganga Canal and ground water resources), etc.
9. Urthing Sobla, a 400 MW hydroelectric Project in
Uttarakhand
Urthing Sobla Hydro Power Private Limited (USHPPL),
an 80 per cent subsidiary of Reliance Power, is setting
up a 400 MW (4x100 MW) run-of-the-river
hydroelectric power project on the Dhauliganga River
in Pithoragarh, Uttarakhand. A Project Development
Agreement (PDA) was entered i nto wi th the
Government of Uttarakhand to carry out studies and
investigations, to prepare the Detailed Project Report
(DPR) and to develop and operate the project. SMEC,
Australia has been appointed as the consultant for
preparation of DPR.
10. Siyom, a 1,000 MW hydroelectric Project in Arunachal
Pradesh
Siyom Hydro Power Private Limited (SHPPL), a wholly
owned subsidiary of Reliance Power, is developing a
1,000 MW (4x250 MW) run-of-the-ri ver
hydroelectric power project on the Siyom River in West
Siang, Arunachal Pradesh.
A Memorandum of Agreement (MoA) was signed in
February 2006 with the Government of Arunachal
Pradesh. Under the terms of the MoA, the project is
required to be implemented on a Build-Own-Operate-
Transfer (BOOT) basis for a concession period of forty
years from the commissioning date. The detailed project
report had been prepared by NHPC in 2003 and is
being reviewed/updated by Halcrow, UK. The Project
has got statutory environmental clearance from Ministry
of Environment & Forest and Defence clearance and is
currently moving forward at brisk pace.
11. Tato II, a 700 MW hydroelectric Project in Arunachal
Pradesh
Tato Hydro Power Private Limited (THPPL), a wholly
owned subsidiary of Reliance Power, is currently
developing a 700 MW (4x175 MW) run-of-the-river
hydroelectric power project on the Siyom River in West
Siang, Arunachal Pradesh.
A Memorandum of Agreement (MoA) was signed in
February 2006 with the Government of Arunachal
Pradesh on similar lines like Siyom. The Detailed project
report has been prepared by SNC Lavalin, Canada and
the same has since been submitted to CEA for according
Techno Economic Clearance (TEC).
Preliminary work including surveys, design of project
layout for DPR and construction methodology are either
completed or well on their course of completion.
12. Tilaiya Ultra Mega Power Project, a 3,960 MW pithead
coal-based Power Project in Jharkhand
Reliance Power emerged as the successful bidder for
the fourth UMPP through the International Competitive
Bidding (ICB) route at a levelized tariff of Rs 1.77 a
unit. Having received the letter of Intent (LOI), which
was issued to Reliance Power on February 12, 2009,
the Special Purpose Vehicle Company viz. Jharkhand
Integrated Power Limited, will be transferred to Reliance
Power after completing the requisite obligation of the
Procurer as per the bid process.
18
Reliance Power Limited
Management Discussion and Analysis
Other Hydroelectric Projects in Arunachal Pradesh
Reliance Power signed Memorandum of Agreements (MoA)
with the Government of Arunachal Pradesh for the
implementation of four Hydro-electric power projects in
the state that includes:
1. 1,200 MW Kalai-II hydroelectric Project on the river
Lohit in Anjaw District,
2. 420 MW Amulin hydroelectric project on the river
Mathun in Dibang Valley District,
3. 500 MW Emini hydroelectric project on the river
Mathun in Dibang Valley District, and
4. 400 MW Mithundon hydroelectric project on the river
Mathun in Dibang Valley District
These projects were awarded on the basis of Competitive
Bidding carried out by the state government. As per the
bid, the free power to be provided to the State varies
between 15 to 18 per cent of the energy generated from
the projects.
These projects are part of Government of Indias 50,000
MW Hydro Initiative. As per the terms of the MoAs, all
these projects, which are Run-of-the-River schemes, are
required to be implemented on Build-Own-Operate-
Transfer (BOOT) basis.
Other Opportunities
Clean Development Mechanism (CDM)
Clean Development Mechanism, which is one of the three
mechanisms under Kyoto Protocol to reduce Greenhouse
Gases (GHG) from the environment, provides immense
opportunity for project developers in developing countries
to carry out CDM based projects to earn carbon credits,
which are known as Certified Emission Reductions (CERs)
units. These CERs are sold for a price to the buyers in
Annexure 1 countries (mostly developed countries) that
have to either reduce their GHG emissions or buy equivalent
carbon credits in the global emission trading market to
meet their compliance.
The Company is in the process of applying for registration
with Clean Development Mechanism (CDM) Executive
Board for its various power projects including Sasan and
Krishnapatnam Ultra Mega Power Projects (UMPPs). Sasan
and Krishnapatnam UMPPs shall be qualified under CDM
to earn carbon credits as the projects will employ super-
critical technology, which helps in GHG reduction. Besides,
the environment-friendly hydroelectric power projects under
implementation, our gas based generation projects will also
become eligible under CDM scheme because of the lesser
GHG emissions.
The Company has already begun work towards registering
the UMPPs with CDM-Executive board. Consultants and
Validators for these two projects were appointed and CDM
activities are progressing as per schedule.
Global stakeholder consultation of Sasan UMPP has already
concluded and the host country approval letter from the
National CDM Authority in the Ministry of Environment
and Forests (MoEF), Government of India was obtained on
February 6, 2009. Sasan UMPP is currently under validation
and the process is expected to conclude shortly.
Similarly, Project Design Document (PDD) has already been
submitted, for obtaining the host country approval letter
for Krishnapatnam UMPP. The validator has been appointed
for the Krishnapatnam UMPP. Other CDM related formalities
would commence shortly.
Thus, sales proceeds by selling carbon credits in the global
emission market shall act as a new revenue stream for the
Company.
Internal control systems
The Company has put in place internal control systems
and processes commensurate with its size and scale of
operations. An Enterprise Resource Planning System
developed by SAP has been implemented in the Company.
The system has control processes designed to take care of
various control and audit requirements. In addition, the
Company has internal audit function, which oversees the
implementation and adherence to various systems and
processes and preparation of Financial Statements as per
Generally Accepted Accounting Principles and Practices.
Further, the internal audit group also appoints reputed
external audit firms to undertake the exercise of conduct
of internal audit at various locations. The report of the
internal auditors is placed before the audit committee
meetings.
Human Resources
The Company has been building up its human resources
for executing the implementation of its large power capacity
addition programme. We are now a family of over 375
professionals. Teams have been put in place both at the
corporate office and in all the project locations. The
Company has adopted a strategy of putting senior and
experienced (in the power sector) professionals as Project
Leaders and Functional heads and teams are being built
around them. Considering the fact that many of the power
projects are located in remote areas, suitable compensation
schemes as well facilities for townships with education and
medical facilities are being planned. The Company also has
a Graduate Engineer Trainee Program under which graduate
engineers are recruited and trained for working in Power
Plants. The Company is planning to have simulators at
various project locations where operational training services
can be provided.
19
Reliance Power Limited
Discussion on Financial Condition and Financial
Performance
Financial Condition
Reliance Power is a holding company of following subsidiary
companies which are developing various power projects.
Company Project
Rosa Power Supply Company Rosa Stage I and
Limited Stage II
Vidarbha Industries Power Limited Butibori GCPP
Sasan Power Limited Sasan UMPP
Coastal Andhra Power Limited Krishnapatnam UMPP
Chitrangi Power Private Limited Chitrangi
Maharashtra Energy Shahpur
Generation Limited
Siyom Hydro Power Siyom HEPP
Private Limited
Urthing Sobla Hydro Power Urthing Sobla HEPP
Private Limited
Tato Hydro Power Private Limited Tato II HEPP
GCPP - Group Captive Power Project
UMPP - Ultra Mega Power Project
HEPP - Hydroelectric Power Project
An extract of the Consolidated Balance Sheet is placed
below:
(Rs Crore)
As on March 31
2009 2008
Source of Funds
Net Worth 13,779.15 13,533.41
Loan Funds 1,332.49 448.27
Total 15,111.64 13,981.68
Application of Funds
Fixed Assets (including 4,965.89 1,030.96
Capital Work-in-Progress)
Investments 10,317.24 13,123.39
Net Current Assets -171.48 -172.67
Total 15,111.64 13,981.68
Share capital has increased to Rs 2,396.80 crore, since
13.68 crore bonus shares of face value Rs 10 each were
issued and allotted on June 11, 2008.
Loan Funds have increased to Rs 1,332 crore from
Rs 448 crores.
Fixed assets have increased to Rs 4,966 crore mainly
representing the increase in the Capital Work-in-progress
to Rs 4,678 crore from Rs 818 crore.
Investments were at Rs 10,317 crore in FY 2008-09 as
compared to Rs 13,123 crore in FY 2007-08.
Financial Performance
The Company presently does not have any operational cash
flows as all its projects are presently under various stages
of implementation. The Company made an Initial Public
Offering (IPO) in January 2008 through which it raised
Rs 11,562 crore to be used mainly for equity infusion into
various projects. The un-utilized cash available from the
IPO is invested in various money-market instruments and
earn interest income. An extract of the Consolidated Profit
and Loss Account Statement is placed below:
(Rs Crore)
Year ended Year ended
31.03.2009 31.03.2008
Income
Dividend 284.86 112.79
Profit on redemption of 60.93 20.04
Mutual Funds
Miscellaneous Income 14.59 0.06
Total 360.38 132.89
Expenditure
Employee Cost* 24.64 3.23
Administration & Other Expenses 78.50 37.51
Depreciation 0.22 -
Total 103.36 40.74
Profit before Taxes 257.02 92.15
Taxes 12.51 6.77
Profit after Taxes 244.51 85.38
Earnings per share (Rs) 1.02 0.15
* Includes managerial remuneration
Dividend income has increased by 152 per cent in
FY 2008-09 compared to FY 2007-08 mainly on
account of interest income from IPO proceeds invested
in liquid investments
Profit from investment in Mutual Funds has increased
by 204 per cent in FY 2008-09 compared to
FY 2007-08
Expenditure has increased by 154 per cent in
FY 2008-09 compared to FY 2007-08 because of
significant increase in employee strength. The Company
is building its human resources team for executing the
capacity addition plan and has increased its strength
from about 100 employees to more than 375
employees in the last financial year.
Management Discussion and Analysis
20
Reliance Power Limited
Corporate Governance Report
Reliance Power Limited has maintained the highest
standards of Corporate Governance policies, principles and
best practices by adopting the Reliance Anil Dhirubhai
Ambani Group-Corporate Governance Policies and Code of
Conduct, as followed by all constituents in the group. These
policies and code prescribe a set of systems, processes and
principles conforming to the international standards which
are reviewed periodically to ensure their continued
relevance, effectiveness and responsiveness to the needs
of local and global investors and all other stakeholders.
Our governance philosophy
The Companys philosophy on Corporate Governance is
driven by its desire towards attainment of the highest levels
of transparency, accountability and equity, in all facets of
its operations, and in all its interactions with its stakeholders,
from shareholders and employees to government, lenders
and the wider community. The Company believes that all
its operations and actions must serve the underlying goals
of enhancing overall enterprise value and safeguarding the
shareholders trust.
In our commitment to practise sound governance principles,
we are guided by the following core principles:
1. Transparency
To maintain the highest standards of transparency in
all aspects of our interactions and dealings.
2. Disclosures
To ensure timely dissemination of all price sensitive
information and matters of interest to our stakeholders.
3. Empowerment and Accountability
To demonstrate the highest level s of personal
accountability and ensure that employees consistently
pursue excellence in everything they do.
4. Compliances
To comply with all the laws and regulations as
applicable to the Company.
5. Ethical conduct
To conduct the affairs of the Company in an ethical
manner.
6. Stakeholders interests
To promote the interests of all stakeholders including
of customers, shareholders, employees, lenders,
vendors, governments and the community.
Governance practices beyond regulatory requirements
Our governance practices seek to go beyond statutory and
regulatory requirements. Our endeavour is to follow the
spirit of good governance rather than the mere letter of
the conditions specified by regulatory authorities. With this
objective, we have formulated, inter alia, the following policy
documents and introduced best practices of governance:
1. Values and commitments
We have set out and adopted policy documents on
Values and Commitments of Reliance Power. We
believe that any business conduct can be ethical only
when it rests on the nine core values of honesty,
integrity, respect, fairness, purposefulness, trust,
responsibility, citizenship and caring. .. ..
2. Code of ethics
Our policy document on Code of Ethics, in essence,
directs that our employees should conduct the business
with integrity by excluding consideration of personal
advantage.
3. Business policies
Our Business Policies cover a comprehensive range of
governance issues such as fair market practices, inside
information, financial records and accounting integrity,
external communication, work ethics, personal conduct,
policy on prevention of sexual harassment, health,
safety & environment and quality.
4. Separation of the Boards supervisory role from the
executive management
In line with the best global practices, we have adopted
the policy of separating the Boards supervisory role
from the executive management. We have also split
the posts of Chairman and CEO.
5. Prohibition of insider trading policy
This document contains the policy on prohibiting trading
in the equity shares of the Company, based on inside
or privileged information.
6. Prevention of sexual harassment
Our policy on prevention of sexual harassment aims at
promoting a work environment that protects the
individual against sexual misdemeanor of any kind
whatsoever.
7. Whistle blower policy
Our whistle blower policy encourages disclosure in good
faith of any wrongful conduct on a matter of general
concern and protects the whistle blower from any
adverse action.
8. Environment policy
The Company is committed to achieving excellence in
environmental performance, and preservation and
promotion of environment are of fundamental concern
in all our business activities.
9. Risk management
Our risk management procedures ensure that the
management controls risks through means of a properly
defined frame work.
10. Boardroom practices
a. Chairman
In line with the highest global standards of
corporate governance, the Board has separated
the Chairmans role from that of an executive in
managing day-to-day business affairs.
21
Reliance Power Limited
Corporate Governance Report
b. Board Charter
The Board of Di rectors has adopted a
comprehensive Board Charter. The Charter has set
out matters relating to Board composition, scope
and functions of the Board and its committees,
etc.
c. Tenure of independent director
The tenure of independent directors on the Board
of the Company shall not extend beyond nine
years, subject to their re-appointment on
retirement by rotation as per statutory provisions.
d. Lead independent director
Recognizing the need to have a representative and
spokesman for the independent directors, the board
has appointed an independent director as the lead
independent director. The lead independent
director performs the following roles in addition to
the role of a non-executive independent director:
preside over all executive sessions of the
Boards independent directors;
work closely with the Chairman to finalised
the information flow, agendas for the meetings
and meeting schedules;
l i ai se between the Chai rman and the
independent directors on the Board; and
take a lead role along with the Chairman, in
the Board evaluation process.
For the financial year 2009-10, the board has
designated Dr Yogendra Narain as the lead
independent director. The position of the lead
independent director is rotational on a yearly basis
or as decided by the board.
e. Monitoring Subsidiaries
The minutes of meetings of boards of subsidiary
companies are periodically placed before the board
of the Company.
f. Commitment of directors
The dates of Board meetings for the entire financial
year are scheduled at the beginning of the year
and an annual calendar of meetings of the board
and its committees is circulated to the directors.
Thi s enables the di rectors to pl an thei r
commitments well in advance and facilitates
attendance of all directors at the meetings of the
board and its committees.
g. Participation of directors through audio / video
conference
The Company encourages / facilitates participation
in the deliberations of the board by directors who
are unable to attend any meeting of the board
through audio / video conference, subject to their
accessibility and availability.
h. Compliance
The Company Secretary monitors the compliance
of applicable laws, regulations and rules including
the Companies Act, 1956, and the listing
agreement with stock exchanges, including
in-house legal audit and places confirmation of
such compliance before the board at the end of
every calendar quarter.
i. Evaluation of the Board
The Board, through peer evaluation, carries out
evaluation of the Board including Board process,
risk management systems, performance of the
Board committees based on inputs received from
individual directors.
Compliance with clause 49 of the listing agreement
The equity shares of the Company are listed on the Bombay
Stock Exchange Limited and National Stock Exchange of
India Limited.
We present our report on compliance of governance
conditions specified in clause 49.
1. Board of Directors
A. Board Composition
I. Board strength and representation
The current strength of the Board of Directors of the
Company is six. Except Shri K H Mankad, all other
directors, including the Chairman, are non-executive
directors. Of the non-executive Directors, Shri Anil
D Ambani, the promoter and Dr V K Chaturvedi are
non-independent, while the other three Directors are
independent.
The composition of and the category of directors on the
Board of the Company as on March 31, 2009, were as
under:
Category Particulars of the Directors
Promoter, Non-Executive Shri Anil D Ambani, Chairman
and Non-Independent
Director
Independent Directors Shri S L Rao
Shri J L Bajaj
Dr Yogendra Narain
Non-Executive and
Non-Independent Director Dr V K Chaturvedi
Executive Director Shri K H Mankad
Whole-time Director
Notes:
a. None of the Directors is related to any other director.
b. None of the Directors has any business relationship
with the Company.
c. None of the Directors received any loans and advances
from the Company during the year.
The Company has appointed Shri Paresh Rathod, Company
Secretary as the Manager of the Company in terms of
provisions of the Companies Act, 1956, for a period of five
years with effect from April 28, 2008.
22
Reliance Power Limited
II Conduct of Board proceedings
The day to day business is conducted by the executives
of Reliance Power under the direction of Whole-time
director and the supervision of the Board. The Board
holds periodic meetings every year to review and discuss
the performance of the Company, its future plans,
strategies and other pertinent issues relating to the
Company.
The Board performs the following specific functions in
addition to the oversight of the business and the
management.
review, monitor and approve major financial and
business strategies and corporate actions;
assess critical risks facing the Company review
options for their mitigation;
provide counsel on the selection, evaluation,
development and compensati on of seni or
management;
ensure that processes are in place for maintaining
the integrity of
a. the Company;
b. the financial statements;
c. compliance with laws;
d. relationships with customers, suppliers and
other stakeholders;
delegation of appropriate authority to the senior
executi ves of the Company for effecti ve
management of operations.
B. Board Meetings
The Board held five meetings during FY 2008-09 on
April 28, 2008, July 25, 2008, September 23, 2008,
October 22, 2008 and January 22, 2009. The
maximum time gap between any two meetings was
91 days and the minimum gap was 28 days.
The board holds periodic meetings every year to
review and discuss the performance of the
Company, its future plans, strategies and other
pertinent issues relating to the Company.
The Board periodically reviews compliance reports
of all laws applicable to the Company and takes
appropriate action.
Standards issued by ICSI : The Company is in
substantial compliance with the Secretarial
Standards governing board meetings as also general
meetings as set out in Secretarial Standards 1 and
2 issued by the Institute of Company Secretaries
of India (ICSI). The Board of Directors of the
Company has taken necessary steps in order to
ensure compliance with these standards.
Amendment to SEBI (Prohibition of Insider Trading)
Regulation, 1992
The Board of the Company during the year adopted
the revised Reliance Power Limited (Prohibition of
Insider Trading) Code modified in terms of amendments
notified by the Securities and Exchange Board of India
(SEBI) under the SEBI (Prohibition of Insider Trading)
Regulations, 1992, on November 19, 2008.
C. Attendance of Directors and other Directorship
The overall attendance of directors at the Board
Meetings and the AGM was 100 per cent. It is proposed
to introduce tele-conferencing and video-conferencing
facilities immediately upon amendment to the relevant
statutes, in order to ensure participation of directors in
the deliberation of all meetings of the board.
Attendance at Board Meetings held during 2008-09 and at the last AGM, number of directorships, memberships/
chairmanships in public companies during 2008-09:
Name of Number of Attendance Directorship in companies,
Directors Board Meeting at the Chairmanship / Membership in
attended out of Last AGM Board Committees (including RPower)
five meetings held on Directorship
1
Committee Committee
held 23-09-08 Member
2
Chairman
Shri Anil D Ambani 5 Present 10 4 None
Shri S L Rao 5 Present 6 7 4
Shri J L Bajaj 5 Present 5 5 2
Dr Yogendra Narain 5 Present 1 1 None
Dr V K Chaturvedi 5 Present 1 2 None
Shri K H Mankad 5 Present 4 None None
Corporate Governance Report
23
Reliance Power Limited
Corporate Governance Report
Notes:
1. Number of directorships exclude directorships in foreign
Company, alternate directorships, Companies registered
under Section 25 of the Companies Act and Private
Companies.
2. Commi ttee i ncludes Shareholders / Investors
Grievances Committee and Audit Committee as required
under clause 49 of the Listing Agreement. Membership
of committees includes Chairmanship also.
3. None of the Director held directorships in more than
15 public limited companies.
4. None of the Director has membership of more than
10 committees of Boards and Chairmanship of more
than 5 committees of the Boards.
D. Details of Directors
The abbreviated resumes of all directors are furnished
hereunder:
Shri Anil D Ambani
Regarded as one of the foremost corporate leaders of
contemporary India, Shri Anil D Ambani, 50, is the
Chairman of all listed companies of the Reliance ADA
Group, namely, Reliance Communications, Reliance
Capital, Reliance Infrastructure, Reliance Natural
Resources and Reliance Power.
He is also the president of the Dhirubhai Ambani
Insti tute of Informati on and Communi cati on
Technology, Gandhinagar, Gujarat.
An MBA from the Wharton School of the University of
Pennsylvania, Shri Ambani is credited with pioneering
several path-breaking financial innovations in the Indian
capital markets. He spearheaded the countrys first
forays into overseas capital markets with international
public offerings of global depositary receipts,
convertibles and bonds. Under his Chairmanship, the
constituent companies of the Reliance ADA group have
raised nearly US$ 7 billion from global financial markets
in a period of less than 3 years.
Shri Ambani has been associated with a number of
prestigious academic institutions in India and abroad.
He is currently a member of :
Wharton Board of Overseers, The Wharton School,
USA
Board of Governors, Indi an Insti tute of
Management (IIM), Ahmedabad
Executive Board, Indian School of Business (ISB),
Hyderabad
In June 2004, Shri Ambani was elected as an
Independent member of the Rajya Sabha Upper
House, Parliament of India, a position he chose to
resign voluntarily on March 29, 2006.
Select Awards and Achievements
Awarded by Light Readings as the Person of the
Year 2008 for outstanding achievements in the
communication industry
Voted the Businessman of the Year in a poll
conducted by The Times of India TNS, December
2006
Voted the Best role model among business leaders
in the biannual Mood of the Nation poll conducted
by India Today magazine, August 2006
Conferred the CEO of the Year 2004 in the Platts
Global Energy Awards
Conferred The Entrepreneur of the Decade Award
by the Bombay Management Association, October
2002
Awarded the First Wharton Indian Alumni Award
by the Wharton India Economic Forum (WIEF) in
recognition of his contribution to the establishment
of Reliance as a global leader in many of its
business areas, December 2001
Shri S L Rao, aged 73 years, is currently Chairman,
Board of Governors of the Institute for Social and
Economic Change, Bangalore; Distinguished Visiting
Fellow at The Energy and Resources Institute (TERI); a
widely read newspaper columnist, writer and speaker
on management, consumer markets, the economy and
energy issues. He is an economist by training and a
professional manager with 28 years of experience in
large companies including in top management positions
in marketing and general management and a further
4 years in management consultancy. He taught
marketing in the most reputed management schools
in India as visiting faculty. He was a Visiting Fellow at
the Indian Ocean Centre, Australia (1996-98). From
1990 to 1996 he was Director - General of the
National Council of Applied Economic Research
(NCAER), a premier research institution in India, which
during his tenure, was known the world over for its
data on Indian markets, human development indicators,
social infrastructure and economic forecasting. He was
the first Chairman of the Central Electricity Regulatory
Commission (CERC) in 1998. His leadership made CERC
highly regarded for its independence, transparency and
obj ecti vi ty. He was Presi dent of the Madras
Management Association (1983-84) and All India
Management Association (1985-86), a founder and
former Vice President of the Peoples Union for Civil
Liberties in Tamil Nadu (1981-84). He was founder
Chairman of the Forum of Indian Regulators. He has
co-authored or edited 13 books and articles on the
economy and management. His writings and active
participation contributed to the formation of the Indian
Ocean Region as a zone for economic cooperation. He
was awarded the Ravi J Mathai Fellowship Award by
the Association of Indian Management Schools in
2001. He is al so on the Board of Honeywell
Automation India Limited, Kanoria Chemicals and
Industries Limited, Reliance Natural Resources Limited,
Reliance Infrastructure Limited, Rain CII Carbon (India)
Limited and other private limited companies. He is the
24
Reliance Power Limited
Corporate Governance Report
Chai rman of Audi t Commi ttee of Honeywel l
Automation India Limited, member of Audit Committee
of Reliance Infrastructure Limited, Chairman of Audit
Committee and Member of Shareholders/Investors
Grievances Committee of the Company and Reliance
Natural Resources Limited and Chairman of the Audit
Committee of Rain CII Carbon (India) Limited. He is
Columnist: Telegraph, Deccan Herald, Life Trustee of
the Madras Craft Foundation, Trustee of the Aga Khan
Foundation India Committee, Trustee, CIRC-CUTS
Institute of Regulation and Competition, Jaipur, Trustee,
Bangalore International Centre, Chairman, Academic
Advisory Council, IMI, Delhi. Member of the Board of
the Institute for Learning and Management, Delhi,
Member on the General and Energy Committees of
Bangalore Chamber of Commerce and Industry, and
holds memberships in various advisory boards/
committees. He has written 13 books, the latest being
From Servants to Masters?, The Evolution of
Professional Management in India (2007) and
hundreds of articles in newspapers and journals. Shri S
L Rao does not hold any shares in the Company as of
March 31, 2009
Shri J L Bajaj, aged 70 years, is former Chairman of
Uttar Pradesh Electricity Regulatory Commission
(UPERC). He retired from the Indian Administrative
Service in the rank of Secretary to Government of India.
In Government of India he held positions as Adviser
(Industry) Planning Commission, Additional Secretary
in the Department of Economic Affairs, and Joint
Secretary, Plan Finance, Ministry of Finance. He was
al so Chai rman Admi ni strati ve Reforms and
Decentralization Commission, Agriculture Production
Commissioner, Secretary Planning and Secretary
Finance in the Government of Uttar Pradesh. He has
conducted studies for national and international
institutions including the World Bank, Department for
International Development (DFID) and United Nations
Development Programme (UNDP). He has advised
Governments and institutions in Malaysia, Sri Lanka,
Jamaica, China and Mongolia as well as State
Governments in India. He has authored a number of
books and articles which have been published in
national and international journals. He is on the Board
of IL &FS Trust Company Limited, Reliance Natural
Resources Limited, Uttarakhand Power Corporation
Limited, Uttarakhand Jal Vidyut Nigam Limited and
Power Transmission Corporation of Uttarakhand Limited.
He is a member of Audit Committee and Chairman of
Shareholders/Investors Grievances Committee of
Reliance Natural Resources Limited, Member of audit
committee of IL&FS Trust Company Limited, member
of Audit committee and chairman of Shareholders/
Investors Grievances Committee of the Company. Shri
J L Bajaj holds 27 shares in the Company as of March
31, 2009.
Dr Yogendra Narain, aged 66 years, is a former
Secretary-General, Rajya Sabha - the Upper House of
the Parliament of India. Dr Yogendra Narain retired
from the Indian Administrative Services after serving
for over 42 years. He has worked in various capacities
in the administration in the State of Uttar Pradesh and
the Government of India. He served as Principal
Secretary, Power and Irrigation, Uttar Pradesh. He also
served as the Principal Secretary to the Governor, Uttar
Pradesh; as Secretary, Ministry of Surface Transport,
Government of India; Chief Secretary, Government of
Uttar Pradesh and Defence Secretar y to the
Government of India. He is also the founder-Chairman
of the Greater NOIDA Industrial Development Authority
and the founder-Chairman of the National Highways
Authority of India. Dr Narain holds degrees such as
B.Sc., M.A. (Political Science), Diploma in Development
Economics, M. Phil and Ph. D. He is member of Audit
Committee of the Company. Dr Yogendra Narain does
not hol d any shares i n the Company as of
March 31, 2009.
Dr V K Chaturvedi, aged 66 years, is a former Chairman
and Managing Director of Nuclear Power Corporation
of India Limited. In the past, he has also served as a
Member of the Atomi c Energy Commi ssi on,
Government of India and Chairman, World Association
of Nuclear Operators (WANO), Tokyo Centre. In year
2002-03, he was a Governor in the International
WANO Board. Dr Chaturvedi is a gold medalist in
mechanical engineering (1965 batch) from Vikram
University and later he did his post-graduation in nuclear
engineering from BARC training school, Mumbai. He
has over 43 years of experience in design, construction,
commissioning and operation of nuclear power plants.
He was conferred the Padma Shri in the year 2001,
one of Indias highest civilian awards. He is also a
recipient of number of other prizes and awards. He is
presently Member of Audi t Commi ttee and
Shareholders /Investors Grievances Committee of the
Company. He does not hold any shares in the Company
as of March 31, 2009.
Shri K H Mankad, aged 66 years, is the Whole-time
Director of the Company. Shri Mankad is a Bachelor of
Commerce and Laws. He is an Associate Member of
the Institute of Chartered Accountants of India, an
Associate Member of the Institute of Company
Secretaries of India and an Associate Member of the
Institute of Cost and Works Accountants of India. He
has over 40 years of experience in corporate finance,
taxation, accounts, management and laws. He was
last employed with Reliance Infrastructure Limited and
was its Director (Finance). He is also on the Boards of
Sonata Investments Limited, Reliance World Limited
and Reli ance Proper ty Developers Li mi ted.
Shri K H Mankad does not hold any shares in the
Company as of March 31, 2009.
25
Reliance Power Limited
Corporate Governance Report
E. Chief Executive Officer
Shri J P Chalasani, aged 51 years, is an engineering
graduate and has about 27 years wide experience in
responsible positions with National Thermal Power
Corporation Limited and Reliance Infrastructure Limited.
He was a Whol e-ti me Di rector of Reli ance
Infrastructure Limited from January 18, 2003 to January
17, 2008. He is also on the Boards of Hirma Power
Limited, Jayamkondam Power Limited and Coastal
Andhra Power Limited.
F. Insurance Coverage
The Company has obtained directors liability insurance
coverage in respect of any legal action that might be
initiated against directors.
2. Audit Committee
The audit committee consists of Shri S L Rao, Shri J L
Bajaj, Dr Yogendra Narain and Dr V K Chaturvedi. The
Audit Committee is chaired by Shri S L Rao who has a
wide experience on economic and financial issues. All
members of the Committee are financially literate
within the meaning of Clause II (A) Explanation 1 of
Clause 49 of the Listing Agreement.
The audit committee advises the management on the
areas where internal audit can be improved. The
minutes of the meetings of the audit committee are
placed before the Board. The terms of reference of
the audit committee are in accordance with all the
items listed in clause 49 (II) (D) and (E) of the listing
agreement as follows:
i Overseeing of the Companys financial reporting
process and the disclosure of its financial
information to ensure that the financial information
is correct, sufficient and credible.
ii Recommending the appointment, reappointment
and replacement/removal of statutory auditor and
fixation of audit fee.
iii Approve payment for any other services rendered
by statutory auditors.
iv Reviewing with management the annual financial
statements before submission to the Board,
focusing primarily on;
a. matters required to be included in the
Directors Responsibility statement included in
the report of the Board of Directors;
b. any changes in accounting policies and
practices;
c. major accounting entries based on exercise
of judgment by management;
d. qualifications in draft audit report;
e. significant adjustments arising out of audit;
f. compliance with listing and other legal
requirements concerning financial statements;
g. any related party transactions.
v Reviewing with the management the quarterly
financial statements before submission to the
Board for approval.
vi. Reviewing with the management, the statement
of uses / application of funds raised through an
issue (public issue, rights issue, preferential issue,
etc.), the statement of funds utilized for purposes
other than those stated in the offer document/
prospectus/notice and the report submitted by the
monitoring agency, monitoring the utilisation of
proceeds of a public or rights issue, and making
appropriate recommendations to the Board to take
up steps in this matter.
vii Reviewing with the management, statutory
auditors, the adequacy of internal control systems.
viii Reviewing the adequacy of internal audit function,
including the structure of the internal audit
department, staffing and seniority of the official
heading the department, reporting structure
coverage and frequency of internal audit.
ix Discussion with internal auditors on any significant
findings and follow up thereon.
x Reviewing the findings of any internal investigations
by the internal auditors into matters where there
is suspected fraud or irregularity or a failure of
internal control systems of a material nature and
reporting the matter to the Board.
xi Discussion with statutory auditors before the audit
commences about nature and scope of audit as
well as post-audit discussion to ascertain any area
of concern.
xii To look into the reasons for substantial defaults in
the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared
dividends) and creditors.
xiii To review the functioning of the Whistle Blower
mechanism.
xiv Carrying out any other function as is mentioned in
the terms of reference of the Audit Committee.
xv Review the following information:
a. Management discussion and analysis of
financial condition and results of operations;
b. Internal audit reports relating to internal
control weaknesses;
c. Management letters / letters of internal
control weaknesses issued by statutory /
internal auditors;
d. Statement of si gni fi cant related par ty
transactions; and
e. The appointment, removal and terms of
remuneration of the Chief Internal Auditor.
26
Reliance Power Limited
Corporate Governance Report
The Audit Committee has the following powers:
i. to investigate any activity within its terms of
reference.
ii. to seek any information from any employee.
iii. to obtain outside legal and professional advice.
iv. to secure attendance of outsiders with relevant
expertise, if it considers it necessary.
The Audit Committee held its meetings on April 27,
2008, July 25, 2008, October 22, 2008 and January
21, 2009 and the maximum gap between any two
meetings was 91 days.
Attendance at the meetings of the Audit Committee
Members Meetings held Meetings
during the attended
tenure of
directors
Shri S L Rao, Chairman 4 4
Shri J L Bajaj 4 4
Dr Yogendra Narain 4 4
Dr V K Chaturvedi 4 4
Overall attendance: 100 per cent
Shri S L Rao, the Chairman of the Audit Committee
was present at the Annual General Meeting.
The meeting considered all the points in terms of its
reference at periodic intervals.
Shri Paresh Rathod, Company Secretary, acts as the
secretary to the committee.
3. Nomination / Remuneration Committee
The Nomination / Remuneration Committee of the
Board is constituted to formulate and recommend to
the Board from time to time, a compensation structure
for whole-time directors and Manager. It is proposed
to introduce a stock option scheme for the directors of
the Company in accordance with the SEBI (Employees
Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999 at an appropriate time. The
scheme would set the maximum number of stock
options that can be granted to non-executive directors.
The Nomination/Remuneration Committee comprises
Dr V K Chaturvedi, Shri S L Rao and Shri J L Bajaj. Dr V
K Chaturvedi is the Chairman of the Committee.
Attendance at the meetings of the Nomination /
Remuneration Committee held during 200809
Members Meetings Meetings
held during attended
the tenure
of directors
Dr V K Chaturvedi, Chairman 1 1
Shri S L Rao 1 1
Shri J L Bajaj 1 1
Overall attendance: 100 per cent
The Nomination / Remuneration Committee held its
meeting on April 27, 2008. Shri Paresh Rathod,
Company Secretary, acts as the secretary to the
committee.
Except Shri K H Mankad, all directors, being non
executive, are paid sitting fees for attending the
meetings of the Board and its committees.
Remuneration paid to directors (excluding contribution to gratuity fund and provision for leave encashment on
retirement) during 2008-09
Rs in lakh
Name Position Sitting Fee Salary & Perquisite Total
Shri Anil D Ambani Chairman 1.00 Nil 1.00
Shri S L Rao Director 2.80 Nil 2.80
Shri J L Bajaj Director 2.80 Nil 2.80
Dr Yogendra Narain Director 1.80 Nil 1.80
Dr V K Chaturvedi Director 3.00 Nil 3.00
Shri K H Mankad Whole-time Director Nil 38.66 38.66
Total 11.40 38.66 50.06
Notes :
a. The salary and perquisites include all fixed elements of remuneration i.e. salary and other allowances and benefits.
b. The Company did not pay any amount to directors by way of commission.
c. The Company has so far not issued any stock options to its directors.
d. The Company did not pay bonus and any incentive to the Executive Director.
27
Reliance Power Limited
Corporate Governance Report
Details of service contract:
Name Date of initial appointment Current Tenure From To
Shri K H Mankad November 7, 2007 3 Years November 7, 2007 November 6, 2010
For any termination of service contract, the Company or
the executive director is required to give a notice of 3
months or pay three months salary in lieu thereof to the
other party.
There were no other pecuniary relationships or transactions
of Non-Executive Directors vis-a-vis the Company.
Equity Shares held by Directors
The shares held by the Non-Executive Directors in the
Company as on 31st March, 2009 are as under:
Name No. of Shares
Shri Anil D Ambani *1,000
Shri J L Bajaj 27
* Shares held jointly with AAA Project Ventures Private
Limited
No director other than the above mentioned directors of
the Company hold any equity shares of the Company.
Directors remuneration policy
The Nomination/Remuneration Committee determines and
recommends to the Board, the compensation of the
directors. The key components of the Companys
remuneration policy are:
compensation will be a major driver of performance.
compensation will be competitive and benchmarked
with a select group of companies from the utility sector.
compensation will be transparent, fair and simple to
administer.
compensation will be fully legal and tax compliant.
Criteria for making payments to Non-Executive Directors
The Directors are paid sitting fees for attending the meetings.
4. Shareholders/ Investors Grievance Committee
The Board of Directors of the Company constituted
Shareholders/Investors Grievances Committee on
September 30, 2007, comprising Shri J L Bajaj as
Chairman and Shri S L Rao and Dr V K Chaturvedi as
members. The Company has appoi nted Karvy
Computershare Private Limited to act as Registrar and
Transfer Agent of the Company. The Committee deals
with matters relating to transfer/transmission of shares,
issue of duplicate share certificates, review of shares
dematerialised, and all other related matters. The
Committee al so monitors redressal of investors
grievances. Particulars of investors grievances received
and redressed are furnished in the Investor Information
Section of this report.
The composition of the Committee and the number
of meetings held during the year are furnished
hereunder.
Shri Paresh Rathod, Company Secretary is the
Compliance Officer and Secretary to the Committee.
Attendance of members at the meeting of the
Shareholders / Investors Grievances Committee held
during 2008-09:
Name Meetings held Meetings
during the tenure attended
of directors
Shri J L Bajaj 4 4
Shri S L Rao 4 4
Dr V K Chaturvedi 4 4
Overall attendance: 100 per cent
The Shareholders / Investors Grievances Committee
held its meetings on April 27, 2008, July 25, 2008,
October 22, 2008 and January 21, 2009 and the
maximum gap between any two meetings was 91
days.
The total number of complaints received and replied
to the satisfaction of shareholders during the year under
review are furnished in the Investor Information section
of this Annual Report.
As of March 31, 2009, there were 97 complaints
outstanding, all of which have been attended/resolved
as of date. None of the complaints during the year
remained pending for more than 30 days.
5. General Body Meetings
The Company held its last three Annual General
Meetings as under :
Year Date Venue Special
and Resolution(s)
Time Passed
2007-08 September Birla Matushri None
23, 2008 Sabhagar
11.00 a.m. 19 Sir Vithaldas
Thackersey Marg
Mumbai 400 020
2006-07 June 2, 3rd Floor, Reliance None
2007 Energy Centre
3.00 p.m. Santa Cruz (East)
Mumbai 400 055
2005-06 September 3rd Floor, Reliance None
28, 2006 Energy Centre
10.30 a.m. Santa Cruz (East)
Mumbai 400 055
The Board recommends a special resolution relating
to alteration of Articles of Association of the Company
for approval of the members at the ensuing 15th AGM.
28
Reliance Power Limited
Corporate Governance Report
6. Postal Ballot
During the year, Special resolutions as proposed in
Postal Ballot Notice dated March 10, 2008, were
passed on April 21, 2008 through postal ballot which
related to (i) Alteration of Article 82 of the Articles of
Association and (ii) Issue of bonus shares. Shri Anil
Lohia, Chartered Accountant, was appointed as the
scrutinizer for overseeing the Postal Ballot process. The
above resolutions have been passed with the requisite
majority as per the following details.
Postal Ballot results:
Sr. Particulars of resolutions % of votes
No. cast in favour of
resolution
1. Special resolution for 99.99%
alteration of Article 82 of
the Articles of Association
2. Special resolution for 99.99%
issue of bonus shares
The Company has complied with the procedures for
the postal ballot in terms of the Companies (Passing
of Resolution by Postal Ballot) Rules, 2001 and
amendments thereto made from time to time.
7. Means of communication
i. Information like quarterly financial results and
media releases on significant developments in the
Company as also presentations that have been
made from time to time to the media, institutional
investors and analysts are hosted on the Companys
web site and has also been submitted to the stock
exchanges on which the Companys equity shares
are listed, to enable them to put them on their
own web sites. The quarterly financial results are
published in Financial Express and Navshakti.
ii. Corporate Filing and Dissemination System
As per the requirements of Clause 52 of the Listing
Agreement with the Stock Exchanges, all the
data relating to quarterly financial results,
shareholding pattern, etc. are being electronically
filed on Corporate Filing and Dissemination
System (CFDS). Shareholders / Investors can view
the information by visiting the website of CFDS
(www.corpfiling.co.in).
8. Compliance with other mandatory requirements
8.1 Management Discussion and Analysis report
A Management Discussion and Analysis Report forms
part of the annual report and includes discussions
on various matters specified under clause 49(IV)(F)
of the listing agreement.
8.2 Subsidiaries
The Company does not have any material non-listed
subsidiary Company and hence, it is not required to
have an independent director of the Company on
the Board of such subsidiary company. The minutes
of the meetings of the Board of Directors of
subsidiary companies are placed before the Board
of Directors of the Company and the attention of
the directors is drawn to significant transactions and
arrangements entered into by the subsidiary
companies.
8.3 Disclosures
8.3.1 No penalty or stricture has been imposed on the
Company by the stock exchanges or SEBI or any
other statutory authority, on any matter related to
the capital markets, during the last 3 years.
8.3.2 Related Party Transactions
The details of all significant transactions with related
parties are periodically placed before the audit
committee. The Company has entered into related
party transactions as set out in the notes to accounts,
which are not likely to have a conflict with the
interest of the Company.
8.3.3 Disclosure of Accounting Treatment
The financial statements are prepared on accrual
basis of accounting and in accordance with Indian
GAAP, provisions of the Companies Act, 1956 (the
Act) and comply in material aspects with the
accounting standards notified under Section 211
(3C) of the Act read with the Companies (Accounting
Standards) Rules, 2006.
8.3.4 Disclosures on Risk Management
The Company has laid down procedures to inform
the members of the Board about the risk assessment
and minimisation procedures which is periodically
reviewed by the Board.
8.3.5 Issue of bonus shares
The Company had during the year issued and allotted
13.68 crore equity shares of Rs 10 each aggregating
Rs 136.80 crore as Bonus shares credited as fully
paid-up by capitalization of a part of the sum
standing to the credit of the Securities Premium
Account of the Company, to all Members (excluding
the Promoters) of the Company in the ratio of three
new fully paid-up equity shares of Rs 10 each for
every five fully paid up equity shares of Rs 10 each
held.
8.3.6 Code of Conduct
The Company has adopted the code of conduct
and ethics for directors and senior management.
The code had been circulated to all the members
of the Board and senior management and the
same had been put on the Companys website
www.reliancepower.co.in. The Board members and
senior management have affirmed their compliance
with the code and a declaration signed by the
Manager of the Company appointed in terms of the
Companies Act, 1956 (i.e. the CEO within the
29
Reliance Power Limited
meaning of clause 49-V of the listing agreement) is
given below:
It is hereby declared that the Company has obtained
from all members of the Board and seni or
management affirmation that they have complied
with the code of conduct for Directors and
senior management of the Company for the year
2008-09.
Paresh Rathod
Manager
8.3.7 CEO/CFO Certification
A certificate from Manager and Chief Financial Officer
on the financial statements of the Company was
placed before the Board.
8.3.8 Review of Directors Responsibility Statement
The Board in its report has confirmed that the annual
accounts for the year ended March 31, 2009 have
been prepared as per applicable accounting standards
and policies and that sufficient care has been taken
for maintaining adequate accounting records.
9. Compliance with Non-mandatory requirements
9.1 Tenure of Independent Directors on the Board
The tenure of Independent Directors on the Board
of the Company shall not exceed, in the aggregate,
a period of nine years.
9.2 Nomination/Remuneration Committee
The Board has set up a Nomination/Remuneration
Committee details whereof are furnished at serial
No 3 of this Report.
9.3 Shareholder rights
The quarterly financial results including summary of
significant events of relevant period of three months
are published in newspapers and hosted on the
website of the Company.
9.4 Audit Qualifications
Strategic decisions were taken during the year
resulting in unqualified financial statements of the
Company.
9.5 Training of Board Members
For orientation and to get familiar with the Companys
business operations, governance procedures and
practices, the Directors visit the power stations and
the project sites of the Company.
Besides, detailed presentations are periodically made
to the Board members on the business model of
the Company, risk profile of the business parameters
and their responsibilities as Directors.
9.6 Whistle Blower Policy
The Company has formulated a policy to prohibit
managerial personnel from taking adverse personnel
action against employees disclosing in good faith
alleged wrongful conduct on matters of public
concern i nvolvi ng vi ol ati on of any l aw,
mismanagement, gross waste or misappropriation of
public funds, substantial and specific danger to public
health and safety or an abuse of authority.
The policy also lays down the mechanism for making
enquiry into whistle blower complaint received by
the Company. Employees aware of any alleged
wrongful conduct are encouraged to make a
disclosure to the audit committee.
Employees knowingly making false allegations of
alleged wrongful conduct to the audit committee
shall be subject to disciplinary action. No personnel
of the Company has been denied access to the
Grievance Redressal mechanism of the Company.
10. Means of communication
i. Information like quarterly financial results and
media releases on significant developments in the
Company as also presentations that have been
made from time to time to the media, institutional
investors and analysts are hosted on the Companys
web site and has also been submitted to the stock
exchanges on which the Companys equity shares
are listed, to enable them to put them on their
own web sites. The quarterly financial results are
published in Financial Express and Navshakti.
ii. Corporate Filing and Dissemination System
(CFDS)
As per the requirements of Clause 51 and 52 of
the Listing Agreement with the Stock Exchanges,
all the data relating to quarterly financial results,
shareholding pattern etc. are being electronically
filed on www.corpfiling.co.in in addition to the filing
the same with the Stock Exchanges within the
time frame prescribed in this regard. However, the
Company has also filed the above data through
electronic data information filing and retrieval
(EDIFAR) web site of SEBI (www.sebiedifar.nic.in).
11. General Shareholder Information
The mandatory as also various additional information
of interest to investors is voluntarily furnished in a
separate section on Investor Information elsewhere
in this Annual Report.
Auditors certificate on corporate governance
The Auditors certificate on compliance of clause 49 of the
listing agreement relating to corporate governance is
published as an annexure to the Directors Report.
Review of governance practices
We have in this report attempted to present the governance
practices and principles being followed at Reliance Power
and as best suited to the needs of our business and
stakeholders and ensure that our standards are at par with
the globally recognized practices of governance, so as to
meet the expectations of all our stakeholders.
Corporate Governance Report
30
Reliance Power Limited
Investor Information
Annual General Meeting (AGM)
Day and date : Tuesday, July 28, 2009
Time : 11.00 a.m.
Venue : Birla Matushri Sabhagar
19 Vithaldas Thackersey Marg
Marine Lines
Mumbai 400 020
Financial Year of the Company
The financial year of the Company is from April 1 to March
31, each year.
Key Financial Reporting Dates for the Year 2009-10
Unaudited Results for the : On or before
First Quarter ended July 31, 2009
June 30, 2009
Unaudited Results for the : On or before
Second Quarter / half year October 31, 2009
ended September 30, 2009
Unaudited Results for the : On or before
Third Quarter ended January 31, 2010
December 31, 2009
Audited Results for the : On or before June 30,
Financial Year 2009-10 2010
Date of Book Closure: Tuesday, July 21, 2009 to Tuesday,
July 28, 2009 (both days inclusive)
Registrar and Transfer Agents (RTA)
Karvy Computershare Private Limited
Unit: Reliance Power Limited
Plot No 17-24, Vittal Rao Nagar
Madhapur
Hyderabad 500 081
Tel : +91 40 2342 0815-0825
Fax : +91 40 2342 0859
e-mail : rpower@karvy.com
Shareholders/Investors are requested to forward share
transfer documents, dematerialisation requests and other
related correspondence directly to Karvy Computershare
Private Limited at the above address for speedy response.
Website
The website of the Company www.reliancepower.co.in
contains a sub-menu on Investor Relations. It carries
comprehensive information to our investors including on
the financial results of the Company, any price sensitive
information disclosed to the regulatory authorities from
time to time, business activities of the Company and the
services rendered / facilities extended by the Company to
our investors.
Dedicated e-mail for Investor Grievance
For the convenience of our investors, the Company has
desi gnated an exclusi ve e-mai l i d i .e.
reliancepower.investors@relianceada.com. All investors are
requested to avail this facility.
Compliance Officer
Shri Paresh Rathod, Company Secretary, is the Compliance
Officer of the Company.
Nomination facility
Individual shareholders holding shares in physical form can
nominate any person for the shares held by them. This will
save the nominee from going through the lengthy process
of getting the shares later on transmitted to her/his name.
For further details, shareholders may write to the RTA of
the Company or visit the investor relations section at our
website www.reliancepower.co.in.
Stock Exchanges on which the shares of the Company
are listed
i. National Stock Exchange of India Limited (NSE)
Exchange Plaza, Bandra-Kurla Complex
Bandra (East)
Mumbai 400 051
Tel : +91 22 2659 8235 / 8236
Fax : +91 22 6641 8124 - 26
e-mail : cmlist@nse.co.in
website: www.nseindia.com
ii. Bombay Stock Exchange Limited (BSE)
1st Floor, New Trading Ring
Rotunda Building, P J Towers
Dalal Street, Fort
Mumbai 400 001
Tel : +91 22 2272 1233 / 34
Fax : +91 22 2272 2037 / 39 / 41 / 61
E-mail : corp.relations@bseindia.com
website: www.bseindia.com
The listing fees payable to BSE & NSE for 2009-10 have
been paid in full by the Company.
(i) Stock Codes/Symbol
Bombay Stock Exchange Limited : 532939
National Stock Exchange of : RPOWER
India Limited
(ii) Demat ISIN number in NSDL and CDSL for equity
shares: INE614G01033
The annual custodian fees for the Financial Year
2009-10 have been paid to National Securities
Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL).
31
Reliance Power Limited
(iii) Corporate Identity Number (CIN)
Our CIN, allotted by the Ministry of Corporate Affairs, Government of India, is U40101MH1995PLC084687, and
our Company is registered within the jurisdiction of the Registrar of Companies, Maharashtra, Mumbai.
Stock Price and Volume
Monthly high and low quotations as also the volume of shares traded on
Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE)
Bombay Stock Exchange National Stock Exchange
2008 - 09 High Low Volume High Low Volume
Rs Rs No. of shares Rs Rs No. of shares
April 08 414.70 312.10 4,72,35,726 414.80 311.50 8,12,47,536
May 08 448.00 231.70 6,70,48,157 455.00 231.00 11,89,56,485
June 08 239.40 135.20 6,81,87,583 238.90 135.20 12,25,61,978
July 08 189.70 116.30 13,98,80,267 189.70 116.15 24,08,61,603
August 08 176.50 152.75 5,34,87,823 176.60 152.00 9,96,48,375
September 08 179.00 141.00 6,89,59,770 178.20 141.00 13,60,15,929
October 08 159.00 82.00 4,06,88,965 157.00 81.00 8,43,55,675
November 08 129.80 95.50 3,96,55,089 130.00 95.45 7,83,88,085
December 08 128.90 101.15 4,66,94,506 128.75 101.55 8,79,00653
January 09 128.00 96.05 3,77,80,180 127.95 95.50 7,53,29,807
February 09 109.00 95.20 1,96,55,936 109.00 95.00 4,41,06,193
March 09 112.65 89.45 2,99,15,320 112.90 89.35 7,44,78,546
An Index Scrip
The Equity shares of the Company are actively traded on bourses and included in almost all indices i.e. BSE-100,
BSE-200, BSE-500, BSE Sectoral, S&P CNX Nifty, S&P CNX 500, CNX 100 and S&P CNX Defty.
Share price performance in comparison with broad based indices - Sensex (BSE) and Nifty (NSE)
Share Transfer System
Physical Share transfers are registered and returned generally within a period of seven days from the date of receipt, if
the documents are correct and valid in all respects. Shareholders / Investors are requested to send share transfer related
documents directly to our Registrar and Transfer Agents whose address is given at the beginning of this section.
A committee of executives of the Company is authorised to approve transfer of shares.
As required under Clause 47(c) of the Listing Agreements entered into by the Company with the Stock Exchanges, a
certificate is obtained every six months from a practicing Company Secretary with regard to inter alia, effecting transfer,
transmission, sub-division, consolidation, renewal and exchange of equity shares within one month of their lodgment.
The certificate is also forwarded to BSE and NSE, where the equity shares are listed. The same is also placed before the
Shareholders Committee and the Board.
Investor Information
RPower Sensex (BSE)
A
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RPower Share Performence on BSE Versus BSE Sensex
RPower Nifty (NSE)
RPower Share Performance on NSE Versus S&P CNX Nifty
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32
Reliance Power Limited
Shareholding Pattern
Category As on 31.03.2009 As on 31.03.2008
No. of shares % No. of shares %
A Holdings of the Promoter Group
Shri Anil D Ambani jointly with
AAA Project Ventures Private Limited 1,000 0.00 1,000 0.00
Reliance Infrastructure Limited
*
1,077,500,000 44.96 1,016,000,000 44.96
AAA Project Ventures Private Limited 954,498,000 39.82 1,015,998,000 44.96
Reliance Innoventures Private Limited jointly 1,000 0.00 1,000 0.00
with AAA Project Ventures Private Limited
Sub-total 2,032,000,000 84.78 2,032,000,000 89.92
B Non-promoters holdings
1. Institutional investors
a. Mutual Funds and Unit Trust of India 6,590,934 0.27 4,425,055 0.20
b. Banks, Financial Institutions, Insurance Companies, 32,142,471 1.34 14,612,522 0.64
Governments
c. Foreign Institutional Investors 91,497,354 3.82 83,325,831 3.68
Sub-total 130,230,759 5.43 102,363,408 4.52
2. Other Other Other Other Others ss ss
a. Private Corporate Bodies 49,857,276 2.08 22,974,106 1.02
b. Indian Public/Others 181,781,987 7.59 101,695,164 4.50
c. Non Resident Indians/Overseas Corporate Bodies 2,929,978 0.12 967,322 0.04
Sub-total 234,569,241 9.79 125,636,592 5.56
Grand total 2,396,800,000 100.00 2,260,000,000 100.00
* Includes six equity shares of Rs 10 each jointly held by Reliance Infrastructure Limited along with six individuals.
Group coming within the definition of group as defined in the Monopolies and Restrictive Trade Practices Act,
1969 (54 of 1969)
The following persons constitute the Group coming within the definition of group as defined in the Monopolies and
Restrictive Trade Practices Act, 1969 (54 of 1969), which exercises, or is established to be in a position to exercise
control directly or indirectly, over the Company.
Investor Information
1. Shri Anil Dhirubhai Ambani
2. Smt Tina A. Ambani
3. Smt Kokila D Ambani
4. Master Jai Anmol Ambani
5. Master Jai Anshul Ambani
6. AAA Enterprises Private Limited
7. AAA Communication Private Limited
8. AAA Project Ventures Private Limited
9. AAA Power Systems (Global) Private Limited
10. AAA Pivotal Enterprises Private Limited
11. AAA Infrastructure Consulting and Engineers Private
Limited
12. AAA Entertainment Private Limited
13. AAA Industries Private Limited
14. AAA Global Ventures Private Limited
15. AAA & Sons Enterprises Private Limited
16. AAA International Capital Private Limited
17. AAA Business Machines Private Limited
18. AAA Infrastructure Finance Management Private
Limited
19. AAA Corporation Private Limited
20. AAA Facilities Solutions Private Limited
21. AAA Cap Advisory Services Private Limited
22. AAA Finance Management Private Limited
23. AAA Project Finance Management Private Limited
24. AAA Resources Private Limited
25. AAA Advisory Services Private Limited
26. AAA Home Entertainment Services Private Limited
27. AAA Infra Advising Services Private Limited
28. AAA Advertisement Private Limited
29. AAA Infrastructure Investments Private Limited
30. AAA Enterprises and Ventures Private Limited
31. AAA Telecom Holdings Private Limited
32. AAA Digital Imaging Private Limited
33
Reliance Power Limited
Investor Information
33. AAA Infrastructure Solutions Private Limited
34. ADA Enterprises and Ventures Private Limited
35. ADA Enterprises and Ventures Private Limited
36. ADAE Global Private Limited
37. Ambani Industries Private Limited
38. Ambani International Private Limited
39. Adlabs Films Limited
40. Big Flicks Private Limited
41. Big Animation (India) Private Limited
42. BSES Kerala Power Limited
43. Emerald Telecom Services Private Limited
44. Fidelity Shares and Securities Private Limited
45. Gaylord Investments and Trading Private Limited
46. Guruvas Textiles Private Limited
47. Hansdhwani Trading Company Private Limited
48. Ikosel Investments Limited
49. Jump Games Private Limited
50. K D Ambani Trust
51. Kokilaben Dhirubhai Ambani Enterprises Private Limited
52. Millsfield Enterprises Limited
53. NDs Art World Private Limited
54. Quadro Mercantile Private Limited
55. Reliance General Insurance Company Limited
56. Reliance Innoventures Private Limited
57. Reliance Limited
58. Reliance India Private Limited
59. Reliance Enterprises and Ventures Private Limited
60. Reliance Anil Dhirubhai Ambani Group (UK) Private
Limited
61. Reliance Anil Dhirubhai Ambani Investments (UK)
Limited
62. Reliance Big Entertainment Private Limited
63. Reliance Big Broadcasting Private Limited
64. Reliance Big News Private Limited
65. Reliance Big Private Limited
66. Reliance Communications Limited
67. Reliance Infrastructure Limited
68. Reliance Capital Limited
69. Reliance Natural Resources Limited
70. Reliance Infratel Limited
71. Reliance Communications Infrastructure Limited
72. Reliance Telecom Limited
73. Reliance Power Transmission Limited
74. Reliance Energy Generation Limited
75. Reliance Goa and Samalkot Power Limited
76. Reliance Energy Limited
77. Reliance Infraventures Limited
78. Reliance Property Developers Limited
79. Reliance Net Limited
80. Reliance Futura Limited
81. Reliance Prima Limited
82. Reliance Entertainment Ventures Private Limited
83. Reliance Land Private Limited
84. Shreenathji Krupa Project Management Private Limited
85. Shreenathji Krupa Endeavour Management Private
Limited
86. Serbus Asia Private Limited
87. Sonata Investments Limited
88. Solaris Information Technologies Private Limited
89. Sevenstar Corporate Services Private Limited
90. Tareson Company Limited
91. Telecom Infrastructure Finance Private Limited
92. Trans-Pacific Advisory Services Private Limited
93. Whitehills Corporate Services Private Limited.
94. Zapak Digital Entertainment Limited
The above disclosure has been made, inter alia, for the
purpose of Regulation 3(1)(e) of the Securities and
Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 1997.
Top 10 Shareholders as on March 31, 2009
Sr. Names of shareholder(s) No. of Shares % to total
No. Shareholding
1. Reliance Infrastructure Limited* 1,077,500,000 44.96
2. AAA Project Ventures Private Limited 954,498,000 39.82
3. Natixis 23,580,194 0.98
4. Julius Baer Multiflex - Emerald Securities Fund 17,585,900 0.73
5. Lotus Global Investments Limited 15,920,886 0.66
6. Mavi Investment Fund Limited 13,861,905 0.58
7. Life Insurance Corporation Of India 13,056,340 0.54
8. Reliance Capital Asset Management Limited-A/Cpms 7,200,000 0.30
9. Bajaj Allianz Life Insurance Company Limited 6,586,705 0.27
10. Standard Chartered Bank 4,848,004 0.20
* Includes six equity shares of Rs 10 each jointly held by Reliance Infrastructure Limited along with the six individuals.
34
Reliance Power Limited
Investor Information
Distribution of Shareholding
Number of Number of Total shares as on Number of Total shares as on
shares Shareholders as on 31.03.2009 Shareholders as on 31.03.2008
31.03.2009 31.03.2008
Holders % Shares % Holders % Shares %
1 500 3,816,986 99.36 147,716,460 6.16 4,031,599 99.77 86,856,896 3.84
501 - 5,000 23,340 0.61 25,964,882 1.08 8,215 0.20 9,869,826 0.44
5,001 1,00,000 1,222 0.03 21,272,863 0.89 932 0.02 16,017,651 0.71
1,00,001 and above 174 0.00 2,201,845,795 91.87 140 0.01 2,147,255,627 95.01
Total 3,841,722 100.00 2,396,800,000 100.00 4,040,886 100.00 2,260,000,000 100.00
Investors grievances attended
Received from Received during Redressed during Pending as on
April to March April to March
Particulars 2008-09 2007-08* 2008-09 2007-08* 31.3.2009 31.3.2008
Securities and Exchange 17,175 5,859 17,132 5,859 43 0
Board of India
Stock Exchanges 587 614 587 614 0 0
NSDL/CDSL 3 0 3 0 0 0
Other (ROC) 32 0 32 0 0 0
Direct from investors 46,325 31,728 46,956 31,043 54 685
Total 64,122 38,201 64,710 37,516 97 685
* For the period from February 11, 2008 to March 31, 2008
Analysis of Grievances
Numbers %
Particulars 2008-09 2007-08* 2008-09 2007-08*
Non receipt of Refund Orders/ Credit of shares 34,279 26,493 53.46 69.35
Non receipt of Refund Orders 18,755 7,817 29.25 20.46
Non Credit of Shares/ Others 11,072 3,891 17.27 10.19
Non Credit of bonus Shares/ Others 6 0 0.01 0.00
Non receipt of fractional warrants 10 0 0.01 0.00
Total 64,122 38,201 100.00 100.00
* For the period from February 11, 2008 to March 31, 2008
Note: 1. Investors queries / grievances are normally attended within a period of 3 days from the date of receipt
thereof, except in cases involving external agencies or compliance with longer procedural requirements specified
by the authorities concerned.
2. The above grievances relate to the IPO of the Company, which elicited more than 5 million applications. The
number of 1.02 lakh grievances received during the last two years corresponds to 2.04% of the application
received for the IPO.
35
Reliance Power Limited
Investor Information
Shareholder Satisfaction Survey
The Company constantly endeavours to extend the best of facilities and services to shareholders and intends to further
improve the services standards. In response to the Shareholder Satisfaction Survey Response forms mailed to our
shareholders in 2008, the Company received response from shareholders, results of which are summarised hereunder:
Satisfaction level of services in % of total responses received
following areas received
Excellent Good Needs Invalid Total
improvement
1 Response to queries/complaints 74.01 15.82 10.17 0.00 100.00
2 Your overall rating of our investor service 66.67 27.12 5.65 0.56 100.00
3 Presentation of information on Company website 67.80 26.55 4.52 1.13 100.00
4 Quality and contents of Annual Report 2007-08 67.23 27.12 5.08 0.56 100.00
Dematerialisation of Shares and Liquidity
The International Securities Identification Number (ISIN) allotted to the Company is INE614G01033. The equity shares
of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of
India (SEBI).
Status of dematerialization of shares as of March 31, 2009
Electronic holdings Physical holdings Total
No. of beneficial No. of % No. of No. of % No. of No. of %
Owners Shares Folios Shares Shareholders Shares
3841586 2396776414 100.00 136 23586 0.00 3841722 2396800000 100.00
The equity shares of the Company are actively traded on the Indian Stock Exchanges
Equity History
Details of issue of Equity Shares
Dates Particulars of issue / forfeiture No. of shares Total No. of Nominal
shares value of
shares
(in 000) (in 000) (Rs in crore)
Upto 31.01.2008 Allotment(s) made prior to 2000,000 2000,000 2,000.00
Initial Public Offering (IPO)
01.02.2008 Allotment of shares pursuant to 260,000 2260,000 2,260.00
Initial Public Offering (IPO)
11.06.2008 Issue of Bonus shares 136,800 2396,800 2,396.80
Depository Services: For guidance on depository services, shareholders may write to the RTA of the Company or
National Securities Depository Limited, Trade World, 5th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower
Parel, Mumbai 400 013, Telephone: +91 22 24994200, Fax : +91 22 24972993 / 24976351, e-mail : info@nsdl.co.in,
website : www.nsdl.co.in or Central Depository Services (India) Limited, Phiroze Jeejeebhoy Towers, 16th Floor, Dalal
Street, Mumbai 400 001. Telephone: +91 22 2272 3333 Fax: +91 22 2272 3199/2072, website: www.cdslindia.com,
e-mail: investors@cdslindia.com.
Communication to members
The quarterly financial results of the Company are normally announced within a month of the end of the respective
quarter. The Companys media releases and details of significant developments are also made available on the website.
These are published in leading newspapers, in addition to hosting them on the Companys website: www.reliancepower.co.in
36
Reliance Power Limited
Investor Information
Legal Proceedings
There are certain pending cases relating to non-receipt of refund order and non-credit of shares in demat account, in
which the Company is made a party. These cases are however, not material in nature.
Policy on Insider Trading
The Company has formulated a Code of Conduct for Prevention of Insider Trading (the Code) in accordance with the
guidelines specified under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992,
as amended from time to time. The Board has appointed Shri Paresh Rathod, Company Secretary as the Compliance
Officer under the Code responsible for complying with the procedures, monitoring adherence to the rules for the preservation
of price sensitive information, pre-clearance of trade, monitoring of trades and implementation of the Code of Conduct
under the overall supervision of the Board. The Code, inter alia, prohibits purchase and/or sale of shares of the Company
by an insider or by any other Company, while in possession of unpublished price sensitive information in relation to the
Company during certain prohibited periods.
Secretarial audit for reconciliation of Capital
The Securities and Exchange Board of India has directed vide circular No. D&CC/ FITTC/CIR-16/2002 dated December
31, 2002 that all issuer companies shall submit a certificate of capital integrity, reconciling the total shares held in both
the depositories, viz., NSDL and CDSL and in physical form with the total issued / paid-up capital. In compliance with
this requirement, the Company has submitted a certificate, duly certified by a qualified Chartered Accountant, to the
stock exchanges where the securities of the Company are listed within 30 days of the end of each quarter and the
certificate is also placed before the Board of Directors of the Company.
Power Plants
The Company is in the process of setting up power generation plants at various locations as described in detail in the
Management Discussion and Analysis Report.
Address for Correspondence
Queries relating to financial statements of Correspondence on investor services may be addressed
the Company may be addressed to : to the compliance officer :
Shri Deepak Maheshwari Shri Paresh Rathod
Chief Financial Officer Company Secretary
Reliance Power Limited Reliance Power Limited
I Block, 2nd Floor H Block, 1st Floor
Dhirubhai Ambani Knowledge City Dhirubhai Ambani Knowledge City
Navi Mumbai 400 710 Navi Mumbai 400 710
Tel : +91 22 3038 6290 Tel : +91 22 3038 6172
Fax : +91 22 3037 6633 Fax : +91 22 3037 6633
37
Reliance Power Limited
Investor Service Centres of Karvy Computershare Private Limited
Sr. City/Centre STD Phone - Office Fax E-mail Id
Code
1 Agra 0562 2526660 to 63,3247202 ksblagra@karvy.com
2 Ahmedabad 079 26420422, 26400527, 28, ahmedabad@karvy.com
26407543,26402967
3 Aligarh 0571 2509106 to 08,9319012414, aligarh@karvy.com, ksblaligarh@karvy.com,
rakesh.gupta@karvy.com
4 Allahabad 0532 2260291,92,93 2561073 ksblallahabad@karvy.com, allahabad@karvy.com,
allahabadmfd@karvy.com
5 Anantapur 08554 249601, 249607, 249608 ksblanantpur@karvy.com
6 Ankaleshwar 02646 227348, 227349,324765 ksblankleshwar@karvy.com, karvyankl@karvy.com
7 Aurangabad 0240 2363530, 09665066553 ksblabad@karvy.com
8 Bangalore 080 26621192, 26621193 41312645 ircbangalore@karvy.com,ksblbgd@karvy.com
9 Bareilly 0581 24676809, 3207699, 2476797 kslbareilly@karvy.com
2574238, 3207639
10 Belgaum 0831 2402544, 2402722, 2402933 ksblbelgaum@karvy.com,
2402882, 2402880 rajeshpatki@karvy.com
11 Bellary 08392 254531, 254532, 254533 254750 ksblbellary@karvy.com, bellary@karvy.com,
esrinivasan@karvy.com
12 Bharuch 02642 225207, 225208, 225209 ksblbharuch@karvy.com,bharuchfpd@karvy.com,
paresh.pistulwala@karvy.com
13 Bhavnagar 0278 2567005, 2567006 bhavnagar@karvy.com
14 Bhimavaram 08816 231766, 67, 9177596888 ksblbvaram@karvy.com,
venkatasrinivas.d@karvy.com
15 Bhopal 0755 4092704, 712, 714 4092710 ksblbhopal@karvy.com,sohail.jameel@karvy.com
16 Bhubneshwar 0674 2547531 to 3, 2546915 ksblbbsr@karvy.com
531532,2360334, 335, 343
17 Calicut 0495 2760882, 2760884,2742141 2369522 ksblcalicut@karvy.com
18 Chandigarh 0172 5071725 to 727,5079702, chandigarh@karvy.com
5035059
19 Chennai 044 28151793, 94, 28153181 chennaiirc@karvy.com
20 Narasaraopet 08647 257501 to 503 ksblchpet@karvy.com
21 Coimbatore 0422 2237501 to 506,4377211 2237507 ksblcomibatore@karvy.
22 Cuttack 0671 2335175, 3110827, ksblcuttack@karvy.com
2332680 / 81
23 Dehradun 0135 2713351, 2714046,2714046, ksbldehradun@karvy.com, ksldehradun@karvy.com,
2713372, 2714382,2712373 dehradun@karvy.com
24 Dindigul 0451 2436177,2436147,2435027, 2436077 dindigul@karvy.com
25 Durgapur 0343 2586375 to 77 ksbldurgapur@karvy.com
26 Eluru 08812 227851, 52,53, 54 227854 ksbleluru@karvy.com,prabhakar.m@karvy.com
27 Erode 0424 2225601,2225603, erode@karvy.com
225615 to 17 2216160
28 Ghaziabad 0120 2701886, 2701891,4112134 ksblghaziabad@karvy.com,manojladh@karvy.com
29 Gobichettipalayam 04285 226275, 226276 gobi@karvy.com
30 Gorakhpur 0551 2346519, 2333825, ksblgorakhpur@karvy.com, gorakhpur@karvy.com,
2205457 to 59 abhinav@karvy.com
31 Guntur 0863 2326685,to,87 ksblguntur@karvy.com
32 Haldia 03224 276755 to 57 ksblhaldia@karvy.com
33 Hubli 0836 2353961, 2353962 hubli@karvy.com
34 Hyderabad 040 23420815-828 23420859 irchyd@karvy.com,ircmadhapur@karvy.com
35 Indore 0731 4081500-20 4081510 indore@karvy.com
36 Jaipur 0141 2375039, 2375099 2378703 jaipur@karvy.com,ksbljaipur@karvy.com
37 Jamnagar 0288 2556520, 2556420 jamnagar@karvy.com.
38 Jamshedpur 0657 2487020, 2487045, 2487048 ksbljamshedpur@karvy.com
39 Junagadh 0285 2624154 junagadh@karvy.com
38
Reliance Power Limited
Investor Service Centres of Karvy Computershare Private Limited
Sr. City/Centre STD Phone - Office Fax E-mail Id
Code
40 Kakinada 0884 2387382, 2387383, 2378118 ksblkakinada@karvy.com, tinkakinada@karvy.com
41 Kanpur 0512 2330127 irckanpur@karvy.com
42 Karaikudi 04565 237192, 237193 karaikudi@karvy.com
43 Karur 04324 241892, 893,894 241891 karur@karvy.com
44 Kochi 0484 2322152, 2316406 cochinfpd@karvy.com
45 Kolkata 033 24644891, 24647231 24644866 ksblcalcutta@karvy.com
46 Lucknow 0522 4092000 2236826 rislucknow@karvy.com
47 Madurai 0452 2600851,852, 853, 854 2350856 mfsmadhurai@karvy.com, tinmadhurai.com
48 Mangalore 0824 2496289 2494262 mangalore@karvy.com
49 Mattancherry 0484 2211229, 2211225 ksblmattancherry@karvy.com
50 Mumbai(Andheri) 022 26730799, 2673084, 26730152 mumbaiandheri@karvy.com
26730292, 26730311,
26730153, 26730867
51 Mumbai (Fort) 022 22838500, 66382666, 22040171 mumbaifort@karvy.com
66381746-750 shailesh@karvy.com
52 Mysore 0821 2524292, 2524293-94 2438006 mysore@karvy.com
53 Nadiad 0268 2563210, 2563245,248 nadiad@karvy.com
54 Nasik 9665066532 to 35 nasikdp@karvy.com
55 Nellore 0861 2349935, 2349936, 23499367 2349939 ksblnellore@karvy.com
56 New Delhi 011 43681700 43681710 ircdelhi@karvy.com
57 Palghat 0491 2547143, 2547373 palghat@karvy.com
58 Panjim 0832 2426870,71, 72,74 2426873 fpdpanajim@karvy.com, ksblpanajim@karvy.com
59 Patna 0612 2321354,55, 56, 57 ksblpatna@karvy.com
60 Pondicherry 0413 2220633,2220644, 2220640, 2220659 pondicherry@karvy.com
61 Proddatur 08564 250823, 250824 ksblproddatur@karvy.com
62 Pune 020 25532078/25539547 25533742 rispune@karvy.com
63 Rajahmundry 0883 2434468, 2434469, 2434470 2434471 ksblrjm@karvy.com
64 Rajkot 0281 2465625/27 rajkotris@karvy.com,rajkot@karvy.com
65 Ranchi 0651 2330386, 2330394 2331320 ranchi@karvy.com,ksblranchi@karvy.com
66 Renukoot 05446 254201, 254101 renukoot@karvy.com,ksblrenukoot@karvy.com
67 Rourkela 0661 2510770, 2510771, 2510772 rourkela@karvy.com
68 Salem 0427 2221051-54 2221055 salem@karvy.com
69 Shimoga 08182 228795, 228796, 226747 shimoga@karvy.com,
228797, 227485 ksblshimoga@karvy.com
70 Surat 0261 3017158 suratril@karvy.com
71 Thanjavur 04362 279407, 279408, 279409 tanjore@karvy.com
72 Theni 04546 261285 theni@karvy.com
73 Tirupathi 0877 2252426 ksbltirupati@karvy.com
74 Tirupur 0421 2214221, 2214319, 4326221 tirupur1@karvy.com
75 Trichur 0487 2322483, 484, 493, 494 ksblthrissur@karvy.com
76 Trichy 0431 2791000, 2794123 trichy@karvy.com
77 Thiruvananthapuram 0471 2725989, 2725990, 2725991 4011924 ksbltvm@karvy.com
78 Tumkur 0816 2261891, 2261892, 2261893 ksbltumkur@karvy.com
79 Udupi 0820 2530962, 2530963 2530964 ksbludupi@karvy.com
80 Vadodara 0265 2225389, 6640870 ksblbaroda@karvy.com, barodaril@karvy.com
81 Vallabh 02692 248980, 248873 vvnagar@karvy.com
82 Varanasi 0542 2225365, 3204893 varanasimfd@karvy.com, ksblvaranasi@karvy.com
83 Vijayawada 0866 2495200, 400, 500, 600,700,800 2495300 vijayawada@karvy.com
84 Vishakhapatnam 0891 2509301/2513362 2752872 ksblvizag@karvy.com
85 Vishakapatnam 0891 2511685, 2511686,2511681 ksblgajuwaka@karvy.com
39
Reliance Power Limited
To the Members of Reliance Power Limited
1. We have audited the attached Balance Sheet of
Reliance Power Limited (the Company) as at March
31, 2009 and the related Profit and Loss Account for
the year ended on that date annexed thereto and the
Cash Flow Statement for the year ended on that date,
which we have signed under reference to this report.
These financial statements are the responsibility of
the Companys management. Our responsibility is to
express an opinion on these financial statements based
on our audit.
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 di sclosures i n the fi nanci al
statements. An audit also includes assessing the
accounting principles used and significant estimates
made by the 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 (Auditors Report) Order,
2003, as amended by the Companies (Auditors
Report) (Amendment) Order, 2004 (together the
Order), issued by the Central Government of India in
terms of Section 227(4A) of the Companies Act, 1956
(the Act) and on the basis of such checks as we
consi dered appropri ate, and accordi ng to the
information and explanations given to us, we give in
the Annexure a statement on the matters specified in
paragraphs 4 and 5 of the said Order to the extent
applicable to the Company.
4. Further to our comments in the Annexure referred to
in paragraph 3 above, we report that:
a. 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;
b. 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;
c. The Balance Sheet, Profit and Loss Account and
Cash Flow Statement dealt with by this report are
in agreement with the books of account;
d. In our opinion, the Balance Sheet, Profit and Loss
Account and Cash Flow Statement dealt with by
this report comply with the accounting standards
referred to in Section 211(3C) of the Act;
e. On the basis of written representations received
from the directors, and taken on record by the
Board of Directors, we report that none of the
director of the Company is disqualified as on March
31, 2009 from being appointed as a director in
terms of Section 274(1)(g) of the Act;
f. In our opinion and to the best of our information
and according to the explanations given to us, the
said financial statements together with the notes
thereon and attached thereto, give in the
prescribed manner, the information required by the
Act and also give, a true and fair view in conformity
with the accounting principles generally accepted
in India:
(i) in the case of the Balance Sheet, of the state
of affairs of the Company as at March 31,
2009;
(ii) in the case of the Profit and Loss Account, of
the profit for the year ended on that date;
and
(iii) in the case of the Cash Flow Statement, of
the cash flows for the year ended on that
date.
For Price Waterhouse For Chaturvedi & Shah
Chartered Accountants Chartered Accountants
Partha Ghosh C D Lala
Partner Partner
Membership No. 55913 Membership No. 35671
Date : April 23, 2009 Date : April 23, 2009
Place: Mumbai Place: Mumbai
Auditors Report on Financial Statements
40
Reliance Power Limited
Annexure referred to in paragraph 3 of Auditors Report of even date to the members of Reliance Power Limited
on the financial statements for the year ended March 31, 2009
1. (a) The Company has maintained proper records to
show full particulars, including quantitative details
and situation, of its fixed assets. The fixed assets
of the Company have been physically verified by
the management during the year and no material
discrepancies between the book records and the
physical inventory have been noticed. In our
opinion, the frequency of verification is reasonable.
(b) During the year, a substantial part of fixed assets
have not been disposed off by the Company.
2. (a) The Company has not granted loans, secured or
unsecured, to companies, firms or other parties
covered in the register maintained under Section
301 of the Act.
(b) The Company has not taken any loans, secured or
unsecured, from companies, firms or other parties
covered in the register maintained under Section
301 of the Act.
3. In our opinion and according to the information and
explanations given to us, there is an adequate internal
control system commensurate with the size of the
Company and the nature of its business with regard to
the purchase of fixed assets. Further, on the basis of
our examination of the books and records of the
Company, and according to the information and
explanations given to us, we have neither come across
nor have we been informed of any continuing failure
to correct major weaknesses in the aforesaid internal
control system.
4. According to the information and explanations given
to us, there are no contracts or arrangements referred
to in Section 301 of the Act that need to be entered
in the register required to be maintained under that
section.
5. The Company has not accepted any deposits from the
public within the meaning of Section 58A and 58AA
of the Act and the rules framed there under.
6. In our opinion, the Companys present internal audit
system is commensurate with its size and nature of its
business.
7. The Central Government of India pursuant to the Cost
Accounting Records (Electricity Industry) Rules, 2001
(Rules) has prescribed maintenance of cost records
prescribed under clause (d) of sub-section (1) of
Section 209 of the Act to the Company. However, the
Rules are not applicable to the Company, as the
Company has not started commercial operations.
8. (a) According to the information and explanations
given to us and books and records as produced
and examined by us in accordance with generally
accepted auditing practices in India and also based
on Management representations, undisputed
statutory dues in respect of Provident Fund,
Employees State Insurance dues, Investor
Education and Protection Fund, Income Tax, Wealth
Tax, Service Tax, Custom Duty, Excise Duty and
Cess and other material statutory dues have
generally been regularly deposited, by the Company
during the year with the appropriate authorities in
India.
(b) According to the information and explanations
given to us and the records of the Company
examined by us, as at March 31, 2009, there are
no dues of income-tax, sales tax, wealth tax,
service tax, customs duty, excise duty and cess
which have not been deposited on account of any
dispute.
9. The Company has neither accumulated losses as at
March 31, 2009, nor has it incurred any cash losses
either during the financial year ended on that date or
in the immediately preceding financial year.
10. According to the records of the Company examined
by us and the information and explanations given to
us, the Company has not defaulted in repayment of
dues to any financial institution or bank or debenture
holders during the year.
11. The Company has not granted any loans and advances
on the basis of security by way of pledge of shares,
debentures and other securities.
12. In our opinion, considering the nature of activities
carried on by the Company during the year, the
provisions of any special statute applicable to chit fund
/ nidhi / mutual benefit fund / societies are not
applicable to it.
13. In our opinion, the Company is not a dealer or trader in
shares, securities, debentures and other investments.
14. In our opinion, and according to the information and
explanations given to us, the Company has not given
any guarantee for loans taken by others from banks or
financial institutions during the year.
41
Reliance Power Limited
Annexure referred to in paragraph 3 of Auditors Report of even date to the members of Reliance Power Limited
on the financial statements for the year ended March 31, 2009
15. The Company has not obtained any term loans.
16. On the basis of an overall examination of the balance
sheet of the Company, in our opinion and according to
the information and explanations given to us, there
are no funds raised on a short-term basis which have
been used for long-term investment.
17. The Company has not made any preferential allotment
of shares to parties and companies listed in the register
maintained under Section 301 of the Act during the
year.
18. The Company has not issued any debentures during
the year.
19. The Company has not raised any money by public issues
during the year. The management has disclosed the
end use of monies during the year, out of public issue
raised in the earlier year (Refer Note 7 of Schedule
10) and the same has been verified by us.
20. During the course of examination of the books of
account and records of the Company, carried out in
accordance with the generally accepted auditing
practices in India, and according to the information
and explanations given to us, we have not come across
any fraud on or by the Company, noticed or reported
during the year, nor have we been informed of such
case by the Management.
21. Clause (ii) of the Order is not applicable in the case of
the Company for the current year, since in our opinion
there is no matter which arises to be reported in the
aforesaid order.
For Price Waterhouse For Chaturvedi & Shah
Chartered Accountants Chartered Accountants
Partha Ghosh C D Lala
Partner Partner
Membership No. 55913 Membership No. 35671
Date : April 23, 2009 Date : April 23, 2009
Place: Mumbai Place: Mumbai
42
Reliance Power Limited
Balance Sheet as at March 31, 2009
Schedule As at March 31, 2009 As at March 31, 2008
Rupees Rupees Rupees Rupees
Sources of Funds
Shareholders Funds
Share Capital 1 23,968,000,000 22,599,532,472
Reserves and Surplus 2 113,960,102,220 112,827,221,238
137,928,102,220 135,426,753,710
137,928,102,220 135,426,753,710
Application of Funds
Fixed Assets 3
Gross Block 781,803,646 674,056,773
Less: Depreciation 15,779,200 10,580,757
Net Block 766,024,446 663,476,016
Capital Work-In-Progress 4 558,400,773 611,414,206
1,324,425,219 1,274,890,222
Investments 5 62,827,119,801 84,897,468,311
Current Assets, Loans and Advances 6
Cash and Bank Balances 144,222,976 3,611,618,139
Other Current Assets 541,540 536,608
Loans and Advances 74,075,259,840 49,888,765,425
74,220,024,356 53,500,920,172
Less: Current Liabilities
and Provisions 7
Current Liabilities 430,460,675 4,238,643,421
Provisions 13,006,481 7,881,574
443,467,156 4,246,524,995
Net Current Assets 73,776,557,200 49,254,395,177
137,928,102,220 135,426,753,710
Notes forming part of the
Financial Statements 10
As per our attached Report of even date For and on behalf of the Board
For Price Waterhouse For Chaturvedi & Shah Anil D Ambani Chairman
Chartered Accountants Chartered Accountants K H Mankad Whole-time Director
S L Rao
Partha Ghosh C D Lala J L Bajaj Directors
Partner Partner Dr V K Chaturvedi
Membership No. 55913 Membership No. 35671 J P Chalasani Chief Executive Officer
Paresh Rathod Company Secretary
Date : April 23, 2009 Date : April 23, 2009
Place: Mumbai Place: Mumbai
}
43
Reliance Power Limited
Profit and Loss Account for the year ended March 31, 2009
Schedule Year ended Year ended
March 31, 2009 March 31, 2008
Rupees Rupees
Income
Dividend Income 2,737,789,993 1,127,921,781
Profit on redemption of Mutual Fund 609,053,669 200,377,249
Miscellaneous Income 316,383 375,136
3,347,160,045 1,328,674,166
Expenditure
Employee Cost 8 207,599,929 31,941,231
Administration and Other Expenses 9 572,794,489 282,343,853
Depreciation 2,028,257
782,422,675 314,285,084
Profit before Taxation 2,564,737,370 1,014,389,082
Provision for Taxation
Current Tax 71,000,000 58,000,000
Fringe Benefit Tax 4,600,000 4,000,000
Wealth Tax 100,000
Taxes of Earlier Years 5,700,000
Profit after Taxation 2,489,037,370 946,689,082
Balance of profit brought forward from previous year 946,848,128 159,046
Balance carried to Balance Sheet 3,435,885,498 946,848,128
Earnings Per Share (Basic and Diluted) (Refer Note 12 of Schedule 10) 1.04 0.17
(Face value of Rs 10 per share)
Notes forming part of the Financial Statements 10
As per our attached Report of even date For and on behalf of the Board
For Price Waterhouse For Chaturvedi & Shah Anil D Ambani Chairman
Chartered Accountants Chartered Accountants K H Mankad Whole-time Director
S L Rao
Partha Ghosh C D Lala J L Bajaj Directors
Partner Partner Dr V K Chaturvedi
Membership No. 55913 Membership No. 35671 J P Chalasani Chief Executive Officer
Paresh Rathod Company Secretary
Date : April 23, 2009 Date : April 23, 2009
Place: Mumbai Place: Mumbai
}
44
Reliance Power Limited
Schedules annexed to and forming part of the Financial Statements
As at March 31, 2009 As at March 31, 2008
Rupees Rupees
Schedule 1 - Share Capital
Authorised :
5,000,000,000 Preference shares of Rs 10 each 50,000,000,000 50,000,000,000
11,000,000,000 Equity shares of Rs 10 each 110,000,000,000 110,000,000,000
160,000,000,000 160,000,000,000
Issued and Subscribed
2,396,800,000 (Previous Year: 2,000,000,000)
Equity shares of Rs 10 each fully paid up* 23,968,000,000 20,000,000,000
260,000,000 Equity shares of Rs 10 each 2,600,000,000
Less: Calls in arrears on 62,337 equity shares 467,528
*(Of the above equity shares, 136,800,000 equity shares were
allotted as fully paid up Bonus shares by capitalisation of
Rs 1,368,000,000 from securities premium account)
(Refer Note 8 of Schedule 10)
23,968,000,000 22,599,532,472
Schedule 2 - Reserves and Surplus
Securities Premium Account
Balance as per last Balance sheet 111,834,316,481
Add: Towards public issue of equity shares - 113,032,000,000
Add: Calls paid 9,372,820
Add: Liability towards share issue expenses no longer
required written back 2,470,792
Less: Calls unpaid - 9,372,820
Less: Utilised towards share issue expenses - 1,188,310,699
Less: Capitalised as bonus equity shares 1,368,000,000
(Refer Note 8 of Schedule 10)
110,478,160,093 111,834,316,481
General Reserve
Balance as per last Balance Sheet 46,056,629
Add: Transfer on amalgamation 46,056,629
46,056,629 46,056,629
Profit and Loss Account 3,435,885,498 946,848,128
113,960,102,220 112,827,221,238
45
Reliance Power Limited
Schedules annexed to and forming part of the Financial Statements
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46
Reliance Power Limited
Schedule 4 - Capital Work-In-Progress
Rupees
As at Incurred Capitalised/ As at
April 1, 2008 during Adjusted March 31, 2009
the year
A. Assets under Construction 370,309,737 - 84,560,073 285,749,664
B. Expenditure pending allocation
Advertisement Expenses 400,796 - - 400,796
Bank / Corporate Guarantee Charges 172,151 - - 172,151
Depreciation 10,580,758 3,170,186 - 13,750,944
Electricity Expenses 710,949 - - 710,949
Printing and Stationery 1,713,908 - - 1,713,908
Legal and Professional Charges 82,013,662 - - 82,013,662
Rates and Taxes 322,425 - - 322,425
Repairs and Maintenance 1,865,098 - - 1,865,098
Employees Cost:
- Salaries and Other Costs 58,417,546 11,953,168 - 70,370,714
- Contribution to Provident and
Other Funds 2,325,481 340,960 - 2,666,441
Site Expenses 53,884,097 16,082,326 - 69,966,423
Telephone Expenses 1,152,705 - - 1,152,705
Travelling and Conveyance 5,080,053 - - 5,080,053
Vehicle Hire Charges 4,065,089 - - 4,065,089
Fringe Benefit Tax 958,138 - - 958,138
Miscellaneous Expenses 16,402,069 - - 16,402,069
240,064,925 31,546,640 - 271,611,565
Less:
Tender fees received
(Net of provision for tax of Rs 1,500,000) 3,160,734 - - 3,160,734
236,904,191 31,546,640 - 268,450,831
C. Advance against capital contracts 4,200,278 - - 4,200,278
Total (A+B+C) 611,414,206 31,546,640 84,560,073 558,400,773
Schedules annexed to and forming part of the Financial Statements
47
Reliance Power Limited
Schedules annexed to and forming part of the Financial Statements
Schedule 5 - Investments No of Face As at As at
(Non-trade) Shares Value March 31, 2009 March 31,2008
Rs Rupees Rupees
A Long Term Investments :
Unquoted Investments (equity shares, fully paid-up)
In Subsidiary Companies
Rosa Power Supply Company Limited 416,900,000 10 4,169,000,000 1,100,000,000
(Previous Year: 110,000,000 equity shares)
(During the year further 306,900,000
equity shares allotted)*
Chitrangi Power Private Limited 10,000 10 100,000 100,000
(Formerly known as MP Power Generation
Private Limited) *
Sasan Power Limited * 50,000 10 500,000 500,000
Siyom Hydro Power Private Limited* 10,000 10 100,000 100,000
Tato Hydro Power Private Limited * 10,000 10 100,000 100,000
Kalai Power Private Limited * 10,000 10 100,000 100,000
Urthing Sobla Hydro Power Private Limited 8,000 10 80,000 80,000
Maharashtra Energy Generation Limited * 50,000 10 500,000 500,000
Vidarbha Industries Power Limited * 50,000 10 500,000 500,000
Coastal Andhra Power Limited * 50,000 10 500,000 500,000
Reliance Coal Resources Private Limited * 10,000 10 100,000 100,000
Sasan Power Infrastructure Limited* 50,000 10 500,000
Sasan Power Infraventures Private Limited* 10,000 10 100,000
Reliance Power International Sarl# 34 ** 268,987
** (Euro 125)
4,172,448,987 1,102,580,000
*Investments in wholly owned subsidiaries
# Investments jointly with subsidiaries
Quoted Investments (Fully paid up)
In Mutual Fund Units* No of Face
Units Value per
unit Rs
Reliance Fixed Horizon Fund VII - Series 2 - 450,000,000 10 4,500,000,000 4,500,000,000
Institutional Growth Plan
Reliance Fixed Horizon Fund VII - Series 3 - 100,000,000 10 1,000,000,000 1,000,000,000
Institutional Growth Plan
Reliance Fixed Horizon Fund VII - Series 5 - 50,000,000 10 500,000,000 500,000,000
Institutional Growth Plan
Reliance Fixed Horizon Fund IX - Series 1 - 325,000,000 10 3,250,000,000 3,250,000,000
Institutional Growth Plan
Reliance Fixed Horizon Fund IX - Series 5 - 150,000,000 10 1,500,000,000 1,500,000,000
Institutional Growth Plan
Reliance Fixed Horizon Fund IX - Series 9 - 525,000,000 10 5,250,000,000 5,250,000,000
Institutional Growth Plan
Reliance Fixed Horizon Fund IX - Series 2 - 100,000,000 10 1,000,000,000
Institutional Growth Plan
Reliance Fixed Horizon Fund - XII - Series 4 - 500,000,000 10 5,000,000,000
Super Institutional Growth
Reliance Fixed Horizon Fund - XII - Series 3 - 125,000,000 10 1,250,000,000
Super Institutional Plan - Growth
Reliance Fixed Horizon Fund IV - Series 6 - 150,000,000 10 1,500,000,000 1,500,000,000
Institutional Growth Plan
(Market value of Rs 26,534,525,000)
(Previous Year: Rs 17,622,910,000)
24,750,000,000 17,500,000,000
Carried Forward 28,922,448,987 18,602,580,000
48
Reliance Power Limited
Schedule 5 - Investments No of Face As at As at
(Non-trade) Shares Value March 31, 2009 March 31,2008
Rs Rupees Rupees
Brought Forward 28,922,448,987 18,602,580,000
B Current Investments
(Fully paid up, unless otherwise stated) :
Quoted Investments
In Mutual Fund Units*
Reliance Interval Fund-Quarterly Plan-Series I- 60,850,173 10 608,858,475
Institutional Dividend Plan
Reliance Fixed Horizon Fund IV - Series 4 - 10 6,000,000,000
Institutional Growth Plan
(Previous Year: 600,000,000 Units)
Reliance Fixed Horizon Fund VI - Series 2 - - 10 2,500,000,000
Institutional Dividend Plan
(Previous Year: 250,000,000 Units)
Reliance Fixed Horizon Fund VI - Series 3 - - 10 1,500,000,000
Institutional Growth
(Previous Year: 150,000,000 Units)
Reliance Quarterly Interval Fund - Series III - 1,506,520,136
Institutional Dividend Plan 10
(Previous Year: 150,644,195 Units)
Reliance Monthly Interval Fund - Series II - 10 3,032,649,180
Institutional Dividend Plan
(Previous Year: 303,128,386 Units)
Reliance Monthly Interval Fund - Series I - 10 2,004,342,187
Institutional Dividend Plan
(Previous Year: 200,266,195 Units)
Reliance Fixed Horizon Fund VIII - Series II - 35,000,000 10 355,694,500
Institutional Growth Plan
Reliance Liquidity Fund - Daily Dividend 1,273,090,923 10 12,734,855,816 17,440,159,499
Reinvestment Option
(Previous Year: 17,434,745,472 Units)
Reliance Money Manager Fund - 15,355,665 1000 15,373,115,271 24,741,186,255
Institutional Option - Daily Dividend Plan
(Previous Year: 24,713,102 Units)
Reliance Floating Rate Fund -
Daily Dividend Reinvestment Plan - 10 4,542,118,960
(Previous Year: 451,067,952 Units)
Reliance Liquid Fund - Treasury Plan - 15,341,851 15 234,533,949 3,027,912,094
Institutional Option - Daily Dividend Option
(Previous Year: 198,068,456 Units)
Reliance Medium Term Fund -
Daily Dividend Plan 268,937,019 15 4,597,612,803 -
(Market value of Rs 33,929,894,639)
(Previous Year: Rs 66,497,428,984)
33,904,670,814 66,294,888,311
* Includes proceeds from Initial Public Offer
(Refer Note 7 of Schedule 10)
62,827,119,801 84,897,468,311
Aggregate book value of Quoted Investments 58,654,670,814 83,794,888,311
Aggregate book value of Unquoted Investments 4,172,448,987 1,102,580,000
Aggregate market value of Quoted Investments 60,464,419,639 84,120,338,984
Schedules annexed to and forming part of the Financial Statements
49
Reliance Power Limited
As at March 31, 2009 As at March 31, 2008
Rupees Rupees
Schedule 6 - Current Assets, Loans and Advances
Bank Balances
Balances with scheduled banks:
in current accounts* 143,660,227 3,611,089,883
in fixed deposit account 562,749 528,256
(under lien with banks towards guarantee)
*(Includes unclaimed share application money
refund account balance of Rs 105,122,483)
(Previous Year Rs 3,593,047,447)
144,222,976 3,611,618,139
Other Current Assets
Income tax refund receivable 524,991 524,991
Accrued interest 16,549 11,617
541,540 536,608
Loans and Advances (Unsecured and Considered Good)
Advances recoverable in cash or in kind or 985,395,283 4,363,895
for value to be received
Advance tax (Net of Provision for tax of Rs 149,859,361)* 670,296
Advance towards investments in subsidiaries 28,668,934,569 45,256,000,000
Inter corporate deposits to subsidiaries 44,341,000,000 2,027,693,000
Loans and Advances to subsidiaries 34,249,212 2,565,790,410
Deposits 45,010,480 34,918,120
*Includes fringe benefit tax
74,075,259,840 49,888,765,425
74,220,024,356 53,500,920,172
Schedule 7 - Current Liabilities and Provisions
Current Liabilities
Sundry Creditors (Refer Note 18 of Schedule 10) 285,375,743 582,369,539
Unclaimed share application money refunds 105,122,483 3,593,047,447
Other Liabilities 39,962,449 63,226,435
430,460,675 4,238,643,421
Provisions:
Provision for taxation (Net of Advance Tax of Rs 70,148,614)* 4,010,747
Provision for leave encashment 13,006,481 3,870,827
*Includes fringe benefit tax
13,006,481 7,881,574
443,467,156 4,246,524,995
Schedules annexed to and forming part of the Financial Statements
50
Reliance Power Limited
Year ended Year ended
March 31, 2009 March 31, 2008
Rupees Rupees
Schedule 8 - Employee Cost
Salaries and other cost 182,696,338 23,030,701
Contribution to Provident and other funds 9,186,473 692,360
Gratuity and Leave Encashment 12,309,378 7,605,184
Staff Welfare Expenses 3,407,740 612,986
207,599,929 31,941,231
Schedule 9 - Administration and Other Expenses
Stamp Duty and Filing Fees 2,475,988 96,995,517
Tender Expenses 4,940,000 14,840,881
Bank and Finance Charges 17,663,473 57,222,945
Directors Sitting Fees 1,500,000 341,000
Legal and Professional Charges 185,264,005 34,720,564
Feasibility Study Expenses - 14,814,304
Rent Expenses 166,682,001 -
Repairs and Maintenance - Others 3,690,487 201,871
Postage and Courier 33,146,226
Bonus Issue Expenses 60,585,678 53,529,913
Advertisement Expenses 1,884,768
Travelling and Conveyance 28,188,048 1,720,643
Custodian Charges 28,073,857 2,714,784
Printing and Stationery 28,013,263 -
Insurance 1,485,947 119,260
Miscellaneous Expenses 9,200,748 5,122,171
572,794,489 282,343,853
Schedules annexed to and forming part of the Financial Statements
51
Reliance Power Limited
Schedule 10 Notes forming part of Financial Statements
1. Significant Accounting Policies:
(a) Basis of preparation of financial statements:
The financial statements are prepared on an accrual basis of accounting and in accordance with the generally
accepted accounting principles in India, provisions of the Companies Act, 1956 (the Act) and comply in material
aspects with the accounting standards notified under Section 211 (3C) of the Act, read with Companies
(Accounting Standards) Rules, 2006.
(b) Revenue Recognition:
Income from contractual services is recognised as per the terms of the respective service agreement and on the
basis of service rendered.
Profit on sale/redemption of Investments is accounted on sale/redemption of such investments. Income from
mutual fund scheme having fixed maturity plans is accounted on declaration of dividend or on maturity of such
investments.
(c) Foreign Currency Transactions:
(i) Foreign currency transactions are accounted at the exchange rates prevailing on the date of the transactions.
Gains and losses, if any, as at the year-end in respect of monetary assets and liabilities (other than long
term), not covered by the forward contracts are recognized in the Profit and Loss Account.
(ii) In respect of exchange differences arising on long term foreign currency monetary assets and liabilities, the
Company has not formulated its accounting policy in this respect in accordance with the provisions of
Accounting Stan dard 11 as prescribed by the Companies (Accounting Standards) Rules, 2006 read with
the Companies (Accounting Standards) Amendment Rules, 2009 thereon notified on March 31, 2009 by
Ministry of Corporate Affairs since it does not have such long term foreign currency monetary assets and
liabilities as on the reporting date. The Company shall formulate its accounting policy in this respect when
such situation arises.
(iii) Non-monetary items denominated in foreign currency are stated at the rate prevailing on the date of the
transaction.
(d) Fixed Assets and Capital Work-in-progress:
(i) The gross block of fixed assets is stated at cost of acquisition or construction, including any cost attributable
to bringing the assets to their working condition for their intended use.
(ii) All Project related expenditure viz, civil works, machinery under erection, construction and erection materials,
pre-operative expenditure incidental / attributable to construction of project, borrowing cost incurred prior
to the date of commercial operation and trial run expenditure are shown under Capital Work-in-Progress.
These expenses are net of recoveries and income (net of tax) from surplus funds arising out of project
specific borrowings.
(e) Depreciation / Amortisation:
Fixed assets are depreciated under the straight line method as per the rates and in the manner prescribed under
Schedule XIV of the Companies Act, 1956.
(f) Investments:
Long-term investments are stated at cost less provision for diminution other than temporary, if any, in the value
of such investments. Current investments are valued at lower of cost and fair value.
(g) Retirement Benefits:
Contributions to defined contribution schemes such as provident fund, superannuation etc. are charged to the
Profit and Loss account / Capital Work-in-Progress, as applicable, as incurred. The Company also provides for
retirement benefits in the form of gratuity and leave encashment. Such defined benefits are charged to the
Profit and Loss account / Capital Work-in-Progress, as applicable, based on actuarial valuations, as at the
balance sheet date, made by independent actuaries.
(h) 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.
Schedules annexed to and forming part of the Financial Statements
52
Reliance Power Limited
Schedules annexed to and forming part of the Financial Statements
(i) Accounting for Taxes on Income:
Provision for current tax is made after taking into consideration benefits admissible under the provisions of the
Income Tax Act, 1961. Deferred tax resulting from timing differences between book and taxable profit is
accounted for using the tax rates and laws that have been enacted or substantively enacted as on the balance
sheet date. The deferred tax asset is recognised and carried forward only to the extent that there is a reasonable
certainty that the assets will be realised in future. However in respect of unabsorbed depreciation or carry
forward loss, the deferred tax asset is recognised and carried forward only to the extent that there is a virtual
certainty that the assets will be realised in future.
(j) Provisions:
Provisions are recognised when the Company has a present legal obligation, as a result of past events, for which
it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable
estimate can be made for the amount of the obligation.
(k) Impairment of Assets:
If the carrying amount of fixed assets exceeds the recoverable amount on the reporting date, the carrying
amount is reduced to the recoverable amount. The recoverable amount is measured as the higher of the net
selling price and the value in use determined by the present value of estimated future cash flows.
2. (a) Contingent Liabilities:
Counter guarantees issued to banks against guarantees issued by them on behalf of subsidiary companies
aggregating to Rs 6,000,000,000 (Previous Year Rs 6,000,000,000).
(b) Capital Commitments:
Estimated amount of contracts remaining unexecuted on capital account and not provided for Rs 81,341,991
(Previous Year Rs 85,697,478).
3. Managerial remuneration (excluding contribution to gratuity fund and provision for leave encashment on
retirement) paid/payable to directors/Manager:
2008-09 2007-08
Rupees Rupees
Whole time director*/Manager**
Salary 4,552,648 1,600,429
Contribution to provident fund 210,094 57,872
Directors other than Whole time director
Sitting fees 1,500,000 341,000
6,262,742 1,999,301
*Appointed w.e.f. 07.11.2007
**Appointed w.e.f. 28.04.2008
4. Details of remuneration to Auditors:
2008-09 2007-08
Rupees Rupees
(a) As statutory audit fees 2,400,000 2,000,000
(b) For other services* 3,100,000 12,100,000
(c) For reimbursement of out-of-pocket expenses 21,196 71,719
5,521,196 14,171,719
* Includes fees of Rs Nil (Previous Year: Rs 10,000,000) relating to Initial Public Offering adjusted against
securities premium account (Refer Schedule 2)
Schedule 10 Notes forming part of Financial Statements (Contd.)
53
Reliance Power Limited
5. Expenditure in Foreign Currency: Rupees
Sr. No. 2008-09 2007-08
(a) Professional and consultation fees 51,857,580 2,099,593
(b) Travelling expenses 1,618,071 923,222
(c) Others 518,412
53,475,651 3,541,227
6. The Company has entered into a Memorandum of Agreement (MOA) with Government of Arunachal Pradesh for
execution of four hydro power projects of 1,200 MW Kalai II on Lohit River Basin, 420 MW Amulin, 500 MW Emini
and 400 MW Mithundon on river Dibang in the state of Arunachal Pradesh. As per the terms of MOA dated March
2, 2009, the Company has deposited Rs 2,085,000,000 towards upfront premium and processing fees.
7. The utilisation of Initial Public Offer (IPO) proceeds up to March 31, 2009 are given below:
Particulars Rupees
Proceeds received from IPO up to March 31, 2008 115,622,275,105
Add: Calls in arrears received during the year 9,840,348
115,632,115,453
Projected Actual
Utilisation upto March 31, 2009
Funding subsidiaries to part finance the construction and
development costs of following identified projects
600 MW Rosa Phase I, 600 MW Rosa Phase II,
300 MW Butibori, 3,960 MW Sasan, 1,200 MW
Shahapur Coal, 400 MW Urthing Sobla. 31,855,200,000 16,535,305,514
Funding subsidiaries to part finance the construction and
development costs of following projects falling under
general corporate purpose category.
4,000 MW Krishnapatnam, 700 MW Tato II, 1,000 MW Siyom 9,674,173,643
Upfront premium paid to Government of
Arunachal Pradesh for acquiring the Hydro Projects 2,085,000,000
Share issue expenses 1,190,500,000 1,185,839,907
Total Utilised Amount (A) 29,480,319,064
Unutilised amount details of which are given below: (B) 86,151,796,389
Investments in Liquid and Fixed Maturity Funds
(Including held by subsidiaries) 86,121,796,389
Deposit with Bombay Stock Exchange Limited 30,000,000
Total (A) + (B) 86,151,796,389
8. Pursuant to the approval of the Board of Directors at its meeting held on February 24, 2008 and subsequent
approval of the shareholders through postal ballot, the Company has issued 136,800,000 bonus shares to all the
shareholders of the Company except the promoters (pursuant to the waiver received from Shri Anil Dhirubhai
Ambani, Reliance Innoventures Private Limited, AAA Project Ventures Private Limited and Reliance Infrastructure
Limited) in the ratio of 3:5 equity shares of Rs 10 each by way of capitalisation of sum standing to the credit of
securities premium account of the Company. The earnings per share (basic and diluted) has been adjusted accordingly
for the previous year also.
Schedules annexed to and forming part of the Financial Statements
Schedule 10 Notes forming part of Financial Statements (Contd.)
54
Reliance Power Limited
Schedules annexed to and forming part of the Financial Statements
9. The Company is currently developing a 7,480 MW gas-fired power project to be located at the Dhirubhai Ambani
Energy City in Dehra village, Dadri, Uttar Pradesh. The Dadri project will consist of five modules of 1,400 MW plus
an additional 480 MW module and employ CCGT technology. The Company has already acquired 2,100 acres of
land and is in the process of acquiring further 400 acres of land. The project has already received all statutory
clearances from the Central and Uttar Pradesh government authorities including Environmental Clearance for the full
capacity of 7,480 MW. The Project will use gas sourced from KrishnaGodavari basin (KG Basin) being developed
by Reliance Industries Limited (RIL). Final hearing in RILs gas supply commitment from KG D-6 to Dadri project in
Bombay High Court concluded on January 30, 2009 and the judgment is expected soon. Critical site activities like
construction of approach road and site office have been completed and boundary wall construction is in progress.
Other activities will be commenced as soon as the gas supply issue with RIL is resolved. Expenditure incurred during
the construction and incidental to setting up the project are carried forward as Capital Work-in-Progress. These
expenses would be capitalized as fixed assets on completion of the project and commencement of commercial
operations and the Company does not envisage provision for impairment as at the balance sheet date.
10. Disclosure under Accounting Standard 15 (revised 2005) Employee Benefits:
The Company has classified various employee benefits as under:
Defined contribution plans
(a) Provident fund
(b) Superannuation fund
(c) State defined contribution plans
- Employees Pension Scheme 1995
The provident fund and the state defined contribution plan are operated by the regional provident fund commissioner
and the superannuation fund is administered by the trust. Under the schemes, the Company is required to contribute
a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits. These funds are
recognised by the Income tax authorities.
The Company has recognised the following amounts in the Profit and Loss Account / Capital Work-in-Progress for
the year:
Rupees
Sr. No. Particulars 2008-09 2007-08
(a) Contribution to provident fund 6,698,112 1,577,892
(b) Contribution to employees superannuation fund 2,115,047 199,216
(c) Contribution to employees pension scheme 1995 714,274 196,432
Defined Benefit Plans
(a) Gratuity
(b) Leave encashment
Leave encashment is payable to eligible employees who have earned leaves, during the employment and/or on
separation as per the Companys policy.
Valuations in respect of gratuity and leave encashment have been carried out by independent actuary, as at the
Balance Sheet date, based on the following assumptions:
Particulars 2008-09 2007-08
Gratuity Leave Gratuity Leave
Encashment Encashment
Discount rate (per annum) 7.50% 7.50% 8.00% 8.00%
Rate of increase in compensation levels 6.00% 6.00% 6.00% 6.00%
Rate of return on plan assets 7.50% 7.50% 8.00% 8.00%
Expected average remaining working
lives of employees in no. of years 20 - 17 -
Schedule 10 Notes forming part of Financial Statements (Contd.)
55
Reliance Power Limited
Rupees
Sr. Particulars Gratuity Leave Encashment
No. 2008-09 2007-08 2008-09 2007-08
(i) Changes in present value of obligation
Opening balance of present value of obligation 6,733,555 1,084,154 3,870,827 1,020,623
Liability on transfer of Employees (Net) 3,609,497 - 2,037,150 -
Interest Cost 538,684 86,732 309,666 76,547
Current Service Cost 1,196,479 1,181,621 1,125,810 278,340
Actuarial (gains) / loss 2,070,917 4,381,048 5,663,028 2,495,317
Closing balance of present value of obligation 14,149,132 6,733,555 13,006,481 3,870,827
(ii) Changes in fair value of plan assets
Opening balance of present value of plan assets 7,904,441 1,084,154
Planned assets on transfer of employees (Net)
Expected return on plan assets 632,355 86,732
Employers Contributions 5,297,856 6,733,555
Actuarial gain / (loss) on plan assets
Closing balance of fair value of plan assets 13,834,653 7,904,441
Plan assets pending transfer 3,609,497
Closing balance of fair value of plan assets
(Including pending transfer) 17,444,150 7,904,441
(iii) Percentage of each category of plan assets
to total fair value of plan assets
Administered by Life Insurance Corporation of India 100% 100%
(iv) Reconciliation of Present Value of Defined
Present Obligations and the fair value of assets
Closing balance of present value of obligation 14,149,132 6,733,555 13,006,481 3,870,827
Closing balance of fair value of plan assets
(including pending transfers) 17,444,150 7,904,441
Funded (asset) / liability recognised in the
Balance Sheet (3,295,018) (1,170,886)
Unfunded liability recognised in the Balance Sheet - 13,006,481 3,870,827
(v) Amounts recognised in the Balance Sheet
Closing balance of present value of obligation 14,149,132 6,733,555 13,006,481
Closing balance of fair value of plan assets
(including pending transfers) 17,444,150 7,904,441
Funded (asset) / liability recognised
in the Balance Sheet (3,295,018) (1,170,886)
Unfunded liability recognised in the Balance Sheet 13,006,481 3,870,827
(vi) Expenses recognised in the
Profit and Loss Account
Current service cost 1,196,479 1,181,621 1,125,810 278,340
Interest cost 538,684 86,732 309,666 76,547
Expected return on plan assets (632,355) (86,732)
Net actuarial (gain) / loss 2,070,917 4,381,048 7,700,177 2,495,317
Excess provision written back (807,689) -
Total expenses recognised in the
Profit and Loss Account 3,173,725 4,754,980 9,135,653 2,850,204
(vii) Experience adjustments
Adjustments due to change in assumptions 2,070,917
(viii) Expected Employers Contribution
for the next year 5,827,642 1,299,100
Schedules annexed to and forming part of the Financial Statements
Schedule 10 Notes forming part of Financial Statements (Contd.)
56
Reliance Power Limited
11. Related Party Disclosure:
As per accounting standard-18 Related Party Disclosures as prescribed under the Companies (Accounting Standards)
Rules, 2006, the Companys related parties and transactions are disclosed below:
A. Parties where Control exists:
(i) Subsidiaries
a) Sasan Power Limited (SPL)
b) Rosa Power Supply Company Limited (RPSCL)
c) Maharashtra Energy Generation Limited (MEGL)
d) Vidarbha Industries Power Limited (VIPL)
e) Tato Hydro Power Private Limited (THPPL)
f) Siyom Hydro Power Private Limited (SHPPL)
g) Chitrangi Power Private Limited
(Formerly known as MP Power Generation Private Limited) (MPPGPL)
h) Urthing Sobla Hydro Power Private Limited (USHPPL)
i) Kalai Power Private Limited (KPPL)
j) Coastal Andhra Power Limited (CAPL)
k) Reliance Coal Resources Private Limited (RCRPL)
l) Sasan Power Infrastructure Limited (SP Infrastructure) w.e.f. 23.03.2009
m) Sasan Power Infraventures Private Limited (SP Infraventures) w.e.f. 23.03.2009
n) Reliance Power International Sarl (RPIS) w.e.f. 30.10.2008
o) Coastal Andhra Power Infrastructure Limited (CAPIL)
p) Maharashtra Energy Generation Infrastructure Limited (MEGIL)
B. Other related parties with whom transactions have taken place during the year:
(i) Investing Parties
a) Reliance Infrastructure Limited (Formerly known as Reliance Energy Limited) (RInfra)
b) AAA Project Ventures Private Limited (APVPL)
(ii) Person having control over the investing party as defined in (i) (b) above
Shri Anil D Ambani (Chairman)
(iii) Key Management Personnel
Shri K H Mankad (Whole Time Director) (w.e.f. 07.11.2007)
Shri J P Chalasani (Chief Executive Officer) (w.e.f. 08.03.2008)
Shri Paresh Rathod (Manager) (w.e.f. 28.04.2008)
(iv) Enterprises over which person described in clause (ii) above have control
a) Reliance Infocomm Infrastructure Private Limited (RIIPL)
b) Reliance General Insurance Company Limited (RGICL)
Schedules annexed to and forming part of the Financial Statements
Schedule 10 Notes forming part of Financial Statements (Contd.)
57
Reliance Power Limited
C. Details of transactions and closing balance during the year: Rupees
Particulars 20082009 2007-2008
(i) Transaction during the year:
Professional charges towards shared services
- RInfra 14,610,462 13,855,697
Purchase of Assets
- RInfra 3,777,925 -
Corporate guarantee charges
- RInfra - 3,667,760
Reimbursement of expenses
Incurred on our behalf
- RInfra - 103,007,998
Incurred on behalf of Subsidiaries
- CAPL 62,039,997 -
- SPL 65,652,594 27,743,958
- RPSCL 15,216,015 -
- MPPGPL - 422,750
- SHPPL 4,467,133 1,400
- THPPL 3,448,279 1,400
- USHPPL 1,794,676 -
- MEGL 14,093,498 -
- KPPL - -
- VIPL 4,125,284 -
- RCRPL 5,186,097 -
Insurance
- RGIC 145,081 -
Rent
- RIIPL 133,816,155 -
Investment in subsidiaries
- RPSCL 3,069,000,000 1,099,487,000
- SP Infrastructure 500,000 -
- SP Infraventures 100,000 -
- RPIS 268,987 -
- SPL - 500,000
- MEGL - 500,000
- VIPL - 500,000
- THPPL - 100,000
- SHPPL - 100,000
- MPPGPL - 100,000
- USHPPL - 80,000
- KPPL - 100,000
- CAPL - 500,000
- RCRPL - 100,000
Purchase of Shares
- SPL 600,000 -
Share application money given
- RPSCL 2,353,100,000 10,250,500,000
Schedules annexed to and forming part of the Financial Statements
Schedule 10 Notes forming part of Financial Statements (Contd.)
58
Reliance Power Limited
- SPL - 7,505,000,000
- MEGL - 27,500,500,000
- MPPGPL 1,850,000 -
- CAPL 111,100,000 -
- RCRPL 19,509,620 -
- KPPL 1,116,000,000 -
Loans and advances to subsidiaries
- CAPL - 2,534,400,000
Inter-corporate deposits
- RPSCL - 543,000,000
- SP Infrastructure 16,591,000,000 -
- SP Infraventures 10,000,000,000 -
- SPL 8,824,754,950 609,000,000
- MEGL 3,800,000 578,700,000
- VIPL 2,130,300,000 106,750,000
- THPPL 92,936,000 40,964,000
- SHPPL 2,089,670,000 23,130,000
- USHPPL 20,951,000 94,649,000
- CAPL 7,243,870,000 31,500,000
- RCRPL 99,000,000 -
Sitting fees
- Shri Anil D Ambani 200,000 80,000
Remuneration to Key Management Personnel
- Shri K H Mankad 3,866,043 1,658,301
- Shri J P Chalasani 11,393,953 764,817
- Shri Paresh Rathod 896,699 -
Equity share contribution
- RInfra - 9,159,800,000
- APVPL - 9,159,800,000
Contingent Liabilities
Bank Guarantee issued
- SPL - 3,000,000,000
- CAPL - 3,000,000,000
(ii) Closing Balances:
Equity contribution
- RInfra 10,160,000,000 10,160,000,000
- APVPL 10,160,000,000 10,160,000,000
Investment in Subsidiaries
- RPSCL 4,169,000,000 1,100,000,000
- SP Infrastructure 500,000 -
- SP Infraventures 100,000 -
- RPIS 268,987 -
- SPL 500,000 500,000
- MEGL 500,000 500,000
- VIPL 500,000 500,000
Schedules annexed to and forming part of the Financial Statements
Rupees
Particulars 20082009 2007-2008
Schedule 10 Notes forming part of Financial Statements (Contd.)
59
Reliance Power Limited
- THPPL 100,000 100,000
- SHPPL 100,000 100,000
- MPPGPL 100,000 100,000
- USHPPL 80,000 80,000
- KPPL 100,000 100,000
- CAPL 500,000 500,000
- RCRPL 100,000 100,000
Loans and advances (Subsidiaries)*
- RPSCL 2,899,683,934 543,000,000
- SPL 9,446,489,650 28,136,051,361
- MEGL 8,085,832,601 8,083,700,000
- VIPL 2,238,025,480 106,750,000
- MPPGPL 1,850,000 422,750
- THPPL 134,627,310 40,965,400
- SHPPL 2,113,839,272 23,131,400
- USHPPL 115,973,994 94,649,000
- CAPL 20,182,351,920 12,820,813,500
- RCRPL 118,509,620 -
- KPPL 1,116,000,000 -
- SP Infrastructure 16,591,000,000 -
- SP Infraventures 10,000,000,000 -
Current Liabilities and Provisions
- RInfra - 12,285,847
Contingent Liabilities (closing balances)
Bank guarantees issued
- SPL 3,000,000,000 3,000,000,000
- CAPL 3,000,000,000 3,000,000,000
* Includes inter corporate deposits converted into advance towards investments in subsidiaries.
RInfra has given an equity support undertakings to power procurers, that in the event of failure on part of the
Company to invest in full or in part in the equity share capital of the special purpose vehicle formed for execution of
various power projects namely Sasan Ultra Mega Power Project (UMPP), Krishnapatnam UMPP, Tilaiya UMPP and
MP Power project, it shall prescribe to the balance equity.
The Company has given equity support undertaking/ financial support undertaking towards cost overrun to financial
institution/ banks for rupee/ foreign currency loan taken by Rosa Power Supply Company Limited.
The above disclosure does not include transactions with public utility service providers, viz, electricity,
telecommunications, in the normal course of business.
12. Earnings Per Share:
Particulars 2008-2009 2007-2008
Profit available to Equity Shareholders
Profit after Tax (a) (Rs) 2,489,037,370 946,689,082
Number of Equity Shares
Weighted Average number of Equity shares outstanding (b) 2,396,745,733 5,734,533,319
Basic and diluted Earnings Per Share (a/b) (Rs) 1.04 0.17
(Refer Note 8 above)
Face value of an equity share (Rs) 10.00 10.00
Schedules annexed to and forming part of the Financial Statements
Rupees
Particulars 20082009 2007-2008
Schedule 10 Notes forming part of Financial Statements (Contd.)
60
Reliance Power Limited
13. The management has been legally advised that the Company is considered to be established with the object of
providing infrastructural facilities and accordingly, Section 372A of the Companies Act, 1956 is not applicable to the
Company.
14. The Company operates in only one segment, namely power generation, hence there are no reportable segments
under accounting standard - 17 Segment Reporting as prescribed by Companies (Accounting Standards) Rules,
2006.
15. Disclosure of Loans and Advances to Subsidiaries pursuant to Clause 32 of the Listing Agreement :
Rupees
Name Amount outstanding* Maximum amount outstanding
as at during the year
31.03.2009 31.03.2008 2008-09 2007-08
Subsidiaries:
Sasan Power Limited 9,446,489,650 28,136,051,360 37,438,112,923 28,136,051,360
Rosa Power Supply Company Limited 2,899,683,934 543,000,000 3,069,000,000 1,062,001,188
Maharashtra Energy Generation Limited 8,085,832,601 8,083,700,000 9,163,529,104 8,083,700,000
Vidarbha Industries Power Limited 2,238,025,480 106,750,000 2,238,025,480 106,750,000
Tato Hydro Power Private Limited 134,627,310 40,965,400 134,627,310 4,096,500
Siyom Hydro Power Private Limited 2,113,839,272 23,131,400 2,113,839,272 23,131,400
Urthing Sobla Hydro Power Private 115,973,994 94,649,000 115,973,994 94,649,000
Limited
Coastal Andhra Power Limited 20,182,351,920 12,820,813,500 20,199,640,092 12,820,813,500
Chitrangi Power Private Limited 1,850,000 422,750 1,850,000 422,750
Reliance Coal Resources Private Limited 118,509,620 - 126,900,000 -
Kalai Power Private Limited 1,116,000,000 - 1,116,000,000 -
Sasan Power Infrastructure Limited 16,591,000,000 - 16,591,000,000 -
Sasan Power Infraventures Private
Limited 10,000,000,000 - 10,000,000,000 -
* Including Share Application Money and Inter corporate Deposits
As at the year-end, the Company-
(a) has no loans and advances in the nature of loans, wherein there is no repayment schedule or repayment is
beyond seven years and
(b) has no loans and advances in the nature of loans to firms / companies in which directors are interested.
16. Details of purchase and sale of investments during the year:
Mutual Fund Schemes No of Purchase Cost
Units Rupees
Reliance Fixed Horizon Fund X Series 13 178,117,557 1,781,175,566
Super Institutional Dividend Plan
Reliance Fixed Horizon Fund XII Series 13 120,036,000 1,200,360,000
Super Institutional Dividend Plan
Reliance Liquid Fund Cash Plan - Daily Dividend Option 788,555,793 6,685,694,373
Reliance Fixed Horizon Fund 35,000,000 355,694,500
VIII Series - II Institutional Dividend Plan
Reliance Fixed Horizon Fund 176,963,753 1,781,175,566
VIII Series II Institutional Dividend Plan
Reliance Fixed Horizon Fund VIII Series II Institutional Growth Plan 175,000,000 1,761,410,000
Reliance Fixed Horizon Fund 120,000,000 1,200,360,000
VIII Series 9 Institutional Dividend Payout Plan
Schedules annexed to and forming part of the Financial Statements
Schedule 10 Notes forming part of Financial Statements (Contd.)
61
Reliance Power Limited
Mutual Fund Schemes No of Purchase Cost
Units Rupees
Reliance Quarterly Interval fund Series III Institutional Dividend Plan 11,500,827 115,058,643
Reliance Floating Rate Fund Daily Dividend Reinvestment Plan 9,825,951 98,944,388
Reliance Monthly Interval Fund Series II Institutional Dividend Plan 18,195,619 182,077,274
Reliance Medium Term Fund Daily Dividend Plan 29,291,325 500,000,000
Reliance Monthly Interval Fund Series I Institutional Dividend Plan 11,937,986 160,345,198
17. Disclosure as required under accounting standard - 19 Accounting for Leases as prescribed under Companies
(Accounting Standards) Rules, 2006 :
a) The Company has entered into cancellable leasing agreement for its office premises renewable by mutual
consent on mutually agreeable terms.
b) Future minimum lease payments under non cancellable operating lease are as under:-
Rupees
Particulars Lease Rental Future Minimum Lease Rentals (Rupees) Period of
Debited to Profit Lease*
and Loss
Account
(Rupees) Less Than 1 Between 1 to 5 More than 5
Year Years Year
Noida office 10,118,827 10,700,340 22,292,375 Nil 48 months
Mumbai office 12,941,142 15,273,035 18,100,760 Nil 36 months
Mumbai office 10,287,575 12,939,534 16,090,363 Nil 36 months
*The lease terms are renewable on a mutual consent of lessor and lessee. The lease rentals have been included
under the head Rent expenses under Schedule 9 in Profit & Loss Account.
18. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006
There are no Micro and Small Scale Business Enterprises, to whom the Company owes dues, which are outstanding
for more than 45 days as at March 31, 2009. This information as required to be disclosed under the Micro, Small
and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been
identified on the basis of information available with the Company.
19. Information to the extent not disclosed, with regard to matters specified in paragraph 4A, 4C and 4D of Part II of
Schedule VI of the Companies Act, 1956 is either Nil or not applicable to the Company for the year ended March 31,
2009.
20. Figures for the previous year have been regrouped / rearranged wherever necessary to make them comparable for
the current year.
Schedules annexed to and forming part of the Financial Statements
Schedule 10 Notes forming part of Financial Statements (Contd.)
As per our attached Report of even date For and on behalf of the Board
For Price Waterhouse For Chaturvedi & Shah Anil D Ambani Chairman
Chartered Accountants Chartered Accountants K H Mankad Whole-time Director
S L Rao
Partha Ghosh C D Lala J L Bajaj Directors
Partner Partner Dr V K Chaturvedi
Membership No. 55913 Membership No. 35671 J P Chalasani Chief Executive Officer
Paresh Rathod Company Secretary
Date : April 23, 2009 Date : April 23, 2009
Place: Mumbai Place: Mumbai
}
62
Reliance Power Limited
Cash Flow Statement for the year ended March 31, 2009
Year ended Year ended
March 31, 2009 March 31, 2008
Rupees Rupees
(A) Cash Flow from/(used in) Operating Activities
Net Profit/(loss) before taxation 2,564,737,370 1,014,389,082
Adjusted for :
Depreciation 2,028,257 - -- --
Dividend Income (2,737,789,993) (1,127,921,781)
Profit on redemption of mutual funds (609,053,669) (200,377,249)
Interest on Call Money Received - (115,453)
Interest on Fixed Deposit (55,940) (36,122)
Provision for Leave Encashment 9,135,654 2,042,515
Operating Profit/(Loss) before working capital changes (770,998,321) (312,019,008)
Adjustments for :
Trade and other Receivables (981,065,881) 47,916,251
Trade and other Payables 84,570,648 143,416,164
\ (896,495,233) 191,332,415
Net cash used in Operating Activities (1,667,493,554) (120,686,593)
(B) Cash flow from/(used in) Investing Activities
Purchase of Fixed Assets (Including Capital Work In Progress) (51,563,254) (91,336,384)
Dividend Income 2,737,789,993 1,127,921,781
Fixed Deposit Interest 51,008 36,122
Deposits (Non Trade) (10,092,360) (34,803,120)
Refund of Share Application Money by Subsidiaries 26,591,000,000 -
Advance against Investments in Subsidiaries (26,591,000,000) (44,858,798,812)
Investment in Subsidiaries (3,069,868,987) (1,102,067,000)
Purchase of Investments (28,634,461,287) (248,518,735,767)
Sale of Investments 54,383,732,452 175,365,485,477
Taxes Paid (80,381,043) (63,533,614)
Net cash generated from/(used in) Investing Activities 25,275,206,522 (118,175,831,317)
(C) Cash flow from/(used in) Financing Activities
Proceeds from Issue of Equity Shares - 7,999,600,000
Proceeds from Initial Public Offer including Securities Premium 9,840,348 115,622,159,652
Loans and Advances to subsidiaries (23,194,700,371) (4,593,483,410)
Share Issue Expenses (402,357,637) (721,413,270)
Unclaimed Share Application Money Refundable (represents
unclaimed net application money refundable to the investors) - 3,593,047,447
Refund of Share Application Money (3,487,924,964) -
Interest on Call Money Received - 115,453
Net cash generated from/(used in) Financing Activities (27,075,142,624) 121,900,025,872
Net (Decrease)/Increase in Cash and Cash equivalents (A+B+C) (3,467,429,656) 3,603,507,962
Opening Balance of Cash and Cash equivalents
(Balance in Current Account) 3,611,089,883 7,249,841
Add : Cash received on Amalgamation - 332,080
Closing Balance of Cash and Cash equivalents
(Balance in Current Account) 143,660,227 3,611,089,883
Previous year figures have been regrouped/rearranged wherever necessary to make them comparable to those for the current year.
As per our attached Report of even date For and on behalf of the Board
For Price Waterhouse For Chaturvedi & Shah Anil D Ambani Chairman
Chartered Accountants Chartered Accountants K H Mankad Whole-time Director
S L Rao
Partha Ghosh C D Lala J L Bajaj Directors
Partner Partner Dr V K Chaturvedi
Membership No. 55913 Membership No. 35671 J P Chalasani Chief Executive Officer
Paresh Rathod Company Secretary
Date : April 23, 2009 Date : April 23, 2009
Place : Mumbai Place : Mumbai
}
63
Reliance Power Limited
Schedules annexed to and forming part of the Financial Statements
Statement Pursuant to Part IV of Schedule VI to the Companies Act, 1956
Balance Sheet Abstract and Companys General Business Profile:
I. Registration Details:
Registration No 8 4 6 8 7 State Code 1 1
Balance Sheet Date 3 1 - 0 3 - 2 0 0 9
II. Capital raised during the year: (Amount in Rs thousand)
Public Issue N I L Bonus Issue 1 3 6 8 0 0 0
Right Issue N I L Private Placement N I L
III. Position of mobilisation and deployment of funds: (Amount in Rs thousand)
Total Liabilities 1 3 7 9 2 8 1 0 2 Total Assets 1 3 7 9 2 8 1 0 2
Sources of Funds Application of Funds
Paid up Capital 2 3 9 6 8 0 0 0 Net Fixed Assets 7 6 6 0 2 4
Reserves and Surplus 1 1 3 9 6 0 1 0 2 Investments 6 2 8 2 7 1 2 0
Secured Loans N I L Net Current Assets 7 3 7 7 6 5 5 7
Unsecured Loans N I L Capital Work in Progress 5 5 8 4 0 1
Accumulated Losses N I L
IV. Performance of the Company: (Amount in Rs thousand)
Turnover (Total Income) 3 3 4 7 1 6 0 Total Expenditure 7 8 2 4 2 2
Profit/(loss) before tax 2 5 6 4 7 3 7 Profit/(Loss) after tax 2 4 8 9 0 3 7
Earnings per Share in Rs 1 . 0 4 Dividend Rate (%) N I L
V. Generic Names of Three Principal Products / Services of Company (As per monetary terms)
Product Description G E N E R A T I O N O F P O W E R
O N C O M M E N C E M E N T O F
P R O J E C T
For and on behalf of the Board
Anil D Ambani Chairman
K H Mankad Whole-time Director
S L Rao
J L Bajaj Directors
Dr V K Chaturvedi
J P Chalasani Chief Executive Officer
Paresh Rathod Company Secretary
Date : April 23, 2009
Place: Mumbai
}
64
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66
Reliance Power Limited
Consolidated
Financial Statements
67
Reliance Power Limited
Auditors Report to the Board of Directors of Reliance Power Limited on the Consolidated Financial Statements
1. We have audited the attached consolidated Balance
Sheet of Reliance Power Limited (the Company) and
its subsidiaries (together referred to as the Group) as
at March 31, 2009, the related consolidated Profit
and Loss Account and the consolidated Cash Flow
Statement for the year ended on that date annexed
thereto, which we have signed under reference to this
report. These consolidated financial statements are the
responsibility of Companys Management and have
been prepared by the Management on the basis of
separate financial statements and other financial
information regarding components. Our responsibility
is to express an opinion on these consolidated financial
statements based on our audit.
2. We conducted our audit in accordance with the 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 the
Management, as well as evaluating the overall financial
statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
3. The financial statements of subsidiaries - Reliance Coal
Resources Private Limited, Sasan Power Infrastructure
Limited, Sasan Power Infraventures Private Limited,
Maharashtra Energy Generation Infrastructure Limited,
Coastal Andhra Power Infrastructure Limited for the year
ended March 31, 2009 have been audited by one of
the joint auditors, Chaturvedi & Shah, Chartered
Accountants, whose financial statements reflect the
Groups share of total assets of Rs 44,465,484,704
as at March 31, 2009, Groups share of total revenue
of Rs 109,290,497 and net cash inflows amounting
to Rs 1,096,672 for the year ended on that date as
considered in the consolidated financial statements.
4. We have relied on the unaudited financial statements
of subsidiary Reliance Power International SARL whose
financial statements reflect the Groups share of total
assets of Rs 2,272 as at March 31, 2009 and the
Groups share of total revenue of Rs Nil and net cash
outflows amounting to Rs 1,309 for the period ended
on that date as considered in the consolidated financial
statements. These unaudited financial statements as
approved by the Board of Directors the Company have
been furnished to us by the Management and our report
in so far as it relates to the amounts included in respect
of the subsidiary is based solely on such approved
unaudited financial statements.
5. We report that the consolidated financial statements
have been prepared by the Companys Management
in accordance with the requirements of Accounting
Standard 21- Consolidated Financial Statements, as
prescribed under the Companies (Accounting Standards)
Rules, 2006.
6. Based on our audit as aforesaid, and on consideration
of reports of one of the joint auditors on the separate
financial statements and on the other financial
information of the components and the financial
statements approved by the Board of Directors, as
explained in paragraph 4 above, in our opinion and to
the best of our information and according to the
explanation given to us, the attached consolidated
financial statements give, a true and fair view in
conformity with the accounting principles generally
accepted in India:
a) in the case of the consolidated Balance Sheet, of
the state of affairs of the Group as at March 31,
2009;
b) in the case of the consolidated Profit and Loss
Account, of the profit of the Group for the year
ended on that date; and
c) in the case of the consolidated Cash Flow
Statement, of the cash flows of the Group for the
year ended on that date.
For Price Waterhouse For Chaturvedi & Shah
Chartered Accountants Chartered Accountants
Partha Ghosh C D Lala
Partner Partner
Membership No. 55913 Membership No. 35671
Date : April 23, 2009 Date : April 23, 2009
Place: Mumbai Place: Mumbai
68
Reliance Power Limited
Consolidated Balance Sheet as at March 31, 2009
Schedule As at March 31, 2009 As at March 31, 2008
Rupees Rupees Rupees Rupees
Sources of Funds
Shareholders Funds
Share Capital 1 23,968,000,000 22,599,532,472
Reserves and Surplus 2 113,823,505,232 112,734,564,449
Minority Interest 14,000
Loan Funds
Secured Loans 3 13,324,942,048 4,482,696,207
151,116,447,280 139,816,807,128
Application of Funds
Fixed Assets 4
Gross Block 2,951,642,157 2,148,287,007
Less: Depreciation 72,993,814 16,877,768
Net Block 2,878,648,343 2,131,409,239
Capital Work-in-Progress 5 46,780,211,547 8,178,173,854
49,658,859,890 10,309,583,093
Investments 6 103,172,389,208 131,233,862,075
Current Assets, Loans and Advances 7
Cash and Bank Balances 216,332,236 4,269,602,666
Other Current Assets 102,636,061 536,608
Loans and Advances 1,893,234,466 680,507,856
2,212,202,763 4,950,647,130
Less: Current Liabilities and
Provisions 8
Current Liabilities 3,672,093,090 6,598,635,664
Provisions 254,911,491 78,649,506
3,927,004,581 6,677,285,170
Net Current Liabilities (1,714,801,818) (1,726,638,040)
151,116,447,280 139,816,807,128
Notes forming part of Consolidated
Financial Statements 11
As per our attached Report of even date For and on behalf of the Board
For Price Waterhouse For Chaturvedi & Shah Anil D Ambani Chairman
Chartered Accountants Chartered Accountants K H Mankad Whole-time Director
S L Rao
Partha Ghosh C D Lala J L Bajaj Directors
Partner Partner Dr V K Chaturvedi
Membership No. 55913 Membership No. 35671 J P Chalasani Chief Executive Officer
Paresh Rathod Company Secretary
Date : April 23, 2009 Date : April 23, 2009
Place: Mumbai Place: Mumbai
}
69
Reliance Power Limited
Consolidated Profit and Loss Account for the year ended March 31, 2009
Schedule Year ended Year ended
March 31, 2009 March 31, 2008
Rupees Rupees
Income
Dividend Income 2,848,581,201 1,127,932,740
Profit on redemption of Mutual Fund (Net) 609,272,958 200,377,249
Miscellaneous Income 145,931,335 615,136
3,603,785,494 1,328,925,125
Expenditure
Employee Cost 9 244,882,489 31,941,231
Administration and Other Expenses 10 786,488,784 375,495,022
Depreciation 2,176,878
1,033,548,151 407,436,253
Profit before Tax and Minority Interest 2,570,237,343 921,488,872
Provision for Taxation
Current Tax 119,014,172 58,000,800
Fringe Benefit Tax 6,040,000 4,000,000
Wealth Tax 100,000
Taxes of Earlier Years 5,700,000
Profit after Tax and before Minority Interest 2,445,083,171 853,788,072
Minority Interest (14,000) (6,000)
Profit after Tax and Minority Interest 2,445,097,171 853,794,072
Profit and Loss Account balance brought forward 853,953,118 159,046
Profit and Loss Account balance carried forward to Balance Sheet 3,299,050,289 853,953,118
Earnings Per Share (Refer Note 14 of Schedule 11) 1.02 0.15
(Face value of Rs 10 per share)
Notes forming part of the Consolidated
Financial Statements 11
As per our attached Report of even date For and on behalf of the Board
For Price Waterhouse For Chaturvedi & Shah Anil D Ambani Chairman
Chartered Accountants Chartered Accountants K H Mankad Whole-time Director
S L Rao
Partha Ghosh C D Lala J L Bajaj Directors
Partner Partner Dr V K Chaturvedi
Membership No. 55913 Membership No. 35671 J P Chalasani Chief Executive Officer
Paresh Rathod Company Secretary
Date : April 23, 2009 Date : April 23, 2009
Place: Mumbai Place: Mumbai
}
70
Reliance Power Limited
Schedules annexed to and forming part of the Consolidated Financial Statements
As at As at
March 31, 2009 March 31, 2008
Rupees Rupees
Schedule 1 - Share Capital
Authorised
5,000,000,000 Preference Shares of Rs 10 each 50,000,000,000 50,000,000,000
11,000,000,000 Equity Shares of Rs 10 each 110,000,000,000 110,000,000,000
160,000,000,000 160,000,000,000
Issued and Subscribed
2,396,800,000 (Previous Year: 2,000,000,000)
Equity shares of Rs 10 each fully paid up* 23,968,000,000 20,000,000,000
260,000,000 Equity Shares of Rs 10 each 2,600,000,000
Less: Calls in arrears on 62,337 equity shares 467,528
*(Of the above equity shares, 136,800,000 equity shares
were allotted as fully paid up Bonus shares by capitalisation of
Rs 1,368,000,000 from securities premium account)
(Refer Note 5 of Schedule 11)
23,968,000,000 22,599,532,472
Schedule 2 - Reserves and Surplus
Capital Reserve
Capital Reserve on Consolidation 238,221 238,221
Securities Premium Account
Balance as per last Balance sheet 111,834,316,481
Add: Towards public issue of equity shares 113,032,000,000
Add: Calls paid 9,372,820
Add: Liability towards share issue expenses
no longer required written back 2,470,792
Less: Calls unpaid
9,372,820
Less: Utilised towards share issue expenses 1,188,310,699
Less: Capitalised as bonus equity shares
(Refer Note 5 of Schedule 11) 1,368,000,000
110,478,160,093 111,834,316,481
General Reserve
Balance as per last balance sheet 46,056,629
Add: Transfer on amalgamation 46,056,629
46,056,629 46,056,629
Profit and Loss Account 3,299,050,289 853,953,118
113,823,505,232 112,734,564,449
Schedule 3 - Secured Loans
Term Loan from Banks and Financial Institutions
- Rupee Loan 8,956,248,824 4,482,696,207
- Foreign Currency Loan 2,535,000,003
- Buyers Credit 1,833,693,221
(Refer Note 10 of Schedule 11)
13,324,942,048 4,482,696,207
71
Reliance Power Limited
Schedules annexed to and forming part of the Consolidated Financial Statements
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72
Reliance Power Limited
Schedule 5 - Capital Work-In-Progress
Rupees
Particulars As at Incurred Capitalised/ As at
April 1, 2008 during Adjusted March 31, 2009
the year
A. Assets under Construction 1,886,918,817 12,694,162,923 86,567,919 14,494,513,821
B. Expenditure pending allocation
Advertisement Expenses 28,707,909 4,629,809 - 33,337,718
Bank and Corporate Guarantee Charges 36,772,535 36,306,303 - 73,078,838
Depreciation 16,877,768 29,171,213 - 46,048,981
Electricity Expenses 813,418 1,633,670 - 2,447,088
Printing and Stationary 3,979,873 2,947,410 - 6,927,283
Legal and Professional Charges 554,911,670 660,083,112 - 1,214,994,782
Rates and Taxes 10,949,806 11,104,274 - 22,054,080
Rent 37,109,786 10,582,660 - 47,692,446
Repairs and Maintenance - Others 3,861,777 19,186,287 - 23,048,064
Employee Cost
- Salaries and Other Costs 145,817,875 197,260,771 - 343,078,646
- Contribution to Provident and
Other Funds 3,280,553 8,681,407 - 11,961,960
(Refer Note 12 of Schedule 11)
- Gratuity and Leave Encashment 833,754 4,441,586 - 5,275,340
(Refer Note 12 of Schedule 11)
Staff Welfare 2,604,826 22,676,565 - 25,281,391
Site Expenses 61,364,549 25,681,944 - 87,046,493
Security Expenses 1,793,709 4,700,891 - 6,494,600
Survey and Investigation Expenses 195,105,195 18,226,923 - 213,332,118
Interest and Finance Charges: - 2,247,685 - 2,247,685
- Term Loan 187,231,685 873,589,543 - 1,060,821,228
- Others (Net) 96,239,181 46,566,397 - 142,805,578
Exchange Loss
(Refer Note 7 of Schedule 11) - 330,463,473 - 330,463,473
Social Welfare Expenses 16,384,058 32,740,211 - 49,124,269
Communication Expenses 6,099,977 3,782,652 - 9,882,629
Travelling and Conveyance 47,801,418 63,909,596 - 111,711,014
Administration Expenses 54,996,538 2,423,135 - 57,419,673
Premium Paid to Regulatory
authority/State Government 55,600,000 1,151,700,000 - 1,207,300,000
Fringe Benefit Tax 2,479,138 9,837,434 - 12,316,572
Insurance Charges 15,866 2,294,615 - 2,310,481
Project Development Charges - 1,006,467,328 - 1,006,467,328
Miscellaneous Expenses 121,742,684 50,726,757 - 172,469,441
Carried Forward 1,693,375,548 4,634,063,651 - 6,327,439,199
Schedules annexed to and forming part of the Consolidated Financial Statements
73
Reliance Power Limited
Schedules annexed to and forming part of the Consolidated Financial Statements
Schedule 5 - Capital Work-In-Progress (Contd..)
Rupees
Particulars As at Incurred Capitalised/ As at
April 1, 2008 during Adjusted March 31, 2009
the year
Brought Forward 1,693,375,548 4,634,063,651 - 6,327,439,199
Less: Income
Tender fees received 11,504,050 - - 11,504,050
Foreign Exchange Gain - 69,805,230 - 69,805,230
Interest on Fixed Deposit - 5,672,843 - 5,672,843
Dividend Income on Mutual Funds 7,188,622 65,504,665 - 72,693,287
Other Income 444,586 371,970 - 816,556
19,137,258 141,354,708 - 160,491,966
Less: Provision for Income Tax 4,365,308 28,510,000 - 32,875,308
14,771,950 112,844,708 - 127,616,658
Total 1,678,603,598 4,521,218,943 - 6,199,822,541
C. Construction Stores 836,243,890 (102,071,874) - 734,172,016
D. Advance against capital contracts 3,776,407,549 22,692,554,372 1,117,258,752 25,351,703,169
Total (A+B+C+D) 8,178,173,854 39,805,864,364 1,203,826,671 46,780,211,547
74
Reliance Power Limited
Schedule 6 - Investments No. of Face As at As at
(Non Trade) Units Value March 31, 2009 March 31,2008
per unit per unit per unit per unit per unit Rupees Rupees
Rs.
A. Long Term Investments
Quoted Investments (Fully paid up)
In Mutual Fund Units*
Reliance Fixed Horizon Fund VII -
Series 2 - Institutional Growth Plan 1,800,000,000 10 18,000,000,000 18,000,000,000
Reliance Fixed Horizon Fund VII-Series 3-
Institutional Growth Plan 300,000,000 10 3,000,000,000 3,000,000,000
Reliance Fixed Horizon Fund VII-Series 5-
Institutional Growth Plan 50,000,000 10 500,000,000 500,000,000
Reliance Fixed Horizon Fund IX-Series 1-
Institutional Growth Plan 1,300,000,000 10 13,000,000,000 13,000,000,000
Reliance Fixed Horizon Fund IX-Series 5-
Institutional Growth Plan 600,000,000 10 6,000,000,000 6,000,000,000
Reliance Fixed Horizon Fund IX-Series 9-
Institutional Growth Plan 1,875,000,000 10 18,750,000,000 18,750,000,000
Reliance Fixed Horizon Fund IX-Series 2-
Institutional Dividend Payout Plan 100,000,000 10 1,000,000,000 -
Reliance Fixed Horizon Fund -XII-
Series 4 - Super Institutional Growth Plan 500,000,000 10 5,000,000,000
Reliance Fixed Horizon Fund -XII-
Series 3 - Super Institutional Growth Plan 125,000,000 10 1,250,000,000 -
Reliance Fixed Horizon Fund IV-Series 6-
Institutional Growth Plan 150,000,000 10 1,500,000,000 1,500,000,000
(Market Value of Rs 74,060,590,000)
(Previous Year of Rs 61,028,135,753)
68,000,000,000 60,750,000,000
B. Current Investments
(Fully paid up, unless otherwise stated)
Quoted Investments
In Mutual Fund Units*
Reliance Interval Fund - Quarterly Plan -
Series I - Institutional Dividend Plan 60,850,173 10 608,858,475
Reliance Fixed Horizon Fund VI -
Series 2 - Institutional Dividend Plan 10 2,500,000,000
(Previous Year: 250,000,000 Units)
Reliance Fixed Horizon Fund VI -
Series 3 - Institutional Growth Plan 10 1,500,000,000
(Previous Year: 150,000,000 Units)
Reliance Quarterly Interval Fund -
Series III - Institutional Dividend Plan 10 1,506,520,136
(Previous Year: 150,644,195 Units)
Reliance Fixed Horizon Fund IV -
Series 4 - Institutional Growth Plan 10 6,000,000,000
(Previous Year: 600,000,000 Units)
Carried Forward 608,858,475 11,506,520,136
Schedules annexed to and forming part of the Consolidated Financial Statements
75
Reliance Power Limited
Schedule 6 - Investments No. of Face As at As at
(Non Trade) Units Value March 31, 2009 March 31,2008
per unit Rupees Rupees
Rs.
Brought Forward 608,858,475 11,506,520,136
Reliance Monthly Interval Fund -
Series II - Institutional Dividend Plan 10 3,032,649,180
(Previous Year: 303,128,386 Units)
Reliance Monthly Interval Fund -
Series I - Institutional Dividend Plan - 10 4,004,342,187
(Previous Year: 400,266,195 Units)
Reliance Fixed Horizon Fund VIII -
Series II - Institutional Growth Plan 155,000,000 10 1,555,694,500
Reliance Liquidity Fund -
Daily Dividend Reinvestment Option 1,273,634,549 10 12,740,293,759 17,440,159,499
(Previous Year: 1,743,475,472 Units)
Reliance Money Manager Fund -
Institutional Option - Daily Dividend Plan 15,401,418 1,000 15,418,920,740 24,741,186,255
(Previous Year: 24,173,102 Units)
Reliance Liquid Fund - Treasury Plan -
Institutional Option - Daily Dividend Option 15,341,851 15 234,533,949 5,211,929,346
(Previous Year: 340,934,203 Units)
Reliance Medium Term Fund -
Daily Dividend Plan 268,937,019 15 4,597,612,803
Reliance Floating Rate Fund -
Daily Dividend Reinvestment Plan - 10 4,542,118,960
(Previous Year: 451,067,952 Units)
Reliance Floating Rate Fund -
Daily Dividend Reinvestment Option 1,143,874 10 11,518,470
Reliance Floating Rate Fund -
Institutional Option - Growth Plan 393,112 10 4,956,512 4,956,512
(Market Value of Rs 35,300,264,492)
(Previous Year of Rs 70,745,225,274)
35,172,389,208 70,483,862,075
* Includes proceeds from Initial Public Offer
(Refer Note 4 of Schedule 11)
103,172,389,208 131,233,862,075
Aggregate book value of Quoted Investments 103,172,389,208 131,233,862,075
Aggregate market value of Quoted Investments 109,360,854,492 131,773,361,027
Schedules annexed to and forming part of the Consolidated Financial Statements
76
Reliance Power Limited
As at March 31, 2009 As at March 31, 2008
Rupees Rupees
Schedule 7 - Current Assets, Loans and Advances
(a) Cash and Bank Balances
Cash on Hand 3,407 3,407
Bank Balances with Scheduled Banks
in Current Accounts* 215,766,080 4,269,071,003
in Fixed Deposit Account 562,749 528,256
(under lien with banks towards guarantee)
*[Includes unclaimed share application money
refund account balance of Rs 105,122,483
(Previous Year Rs 3,593,047,447)]
216,332,236 4,269,602,666
(b) Other Current Assets
Income tax refund receivable 524,991 524,991
Accrued interest 102,111,070 11,617
102,636,061 536,608
(c) Loans and Advances (Unsecured and Considered Good)
Advances recoverable in cash or in kind or for value to be received 1,210,517,332 93,656,114
Advance Tax* 186,839,384 78,696,922
Deposits 495,877,750 508,154,820
* Includes fringe benefit tax
1,893,234,466 680,507,856
2,212,202,763 4,950,647,130
Schedule 8 - Current Liabilities and Provisions
Current Liabilities
Sundry Creditors (Refer note 18 of Schedule 11) 2,598,640,497 2,862,839,654
Retention Money 778,880,390 26,707,011
Unclaimed share application money refunds 105,122,483 3,593,047,447
Other Liabilities 176,518,745 116,041,552
Interest accrued but not due 12,930,975
3,672,093,090 6,598,635,664
Provision
Provision for taxation* 237,661,767 74,160,161
Provision for gratuity and leave encashment
(Refer Note 12 of Schedule 11) 17,249,724 4,489,345
*Include fringe benefit tax 254,911,491 78,649,506
3,927,004,581 6,677,285,170
Schedules annexed to and forming part of the Consolidated Financial Statements
77
Reliance Power Limited
Year ended Year ended
March 31, 2009 March 31, 2008
Rupees Rupees
Schedule 9 - Employee Cost
Salaries and Other Cost 216,044,428 23,030,701
Contribution to Provident and Other Funds
(Refer Note 12 of Schedule 11) 11,086,560 692,360
Gratuity and Leave Encashment (Refer Note 12 of Schedule 11) 14,343,762 7,605,184
Staff Welfare Expenses 3,407,739 612,986
244,882,489 31,941,231
Schedule 10 - Administration and Other Expenses
Stamp Duty and Filing Fees 57,056,380 189,284,540
Tender Expenses 4,940,000 14,840,881
Bank and Finance Charges 17,705,382 57,644,693
Directors Sitting Fees 1,500,000 341,000
Legal and Professional Charges 239,482,881 34,959,064
Feasibility Study Expenses 14,814,304
Rent Expenses 166,682,001 -
Repairs and Maintenance - Others 3,690,487 201,871
Postage and Courier 33,146,226 -
Bonus Issue Expenses 60,585,678 53,529,913
Advertisement Expenses 1,884,768 -
Travelling and Conveyance 44,535,376 1,720,643
Custodian Charges 28,073,857 2,714,784
Printing and Stationery 28,013,263
Insurance 1,485,947 119,260
Foreign Exchange Loss (Net) 81,017,090
Preliminary Expenses Written off 121,661
Miscellaneous Expenses 16,689,448 5,202,408
786,488,784 375,495,022
Schedules annexed to and forming part of the Consolidated Financial Statements
78
Reliance Power Limited
Schedule 11 Notes forming part of Consolidated Financial Statements
1. Significant Accounting Policies:
(a) Basis of preparation of financial statements:
The financial statements are prepared on an accrual basis of accounting and in accordance with the generally
accepted accounting principles in India, provisions of the Companies Act, 1956 (the Act) and comply in
material aspects with the accounting standards notified under Section 211 (3C) of the Act, read with Companies
(Accounting Standards) Rules, 2006.
(b) Basis of Consolidation:
(I) The consolidated financial statements relate to Reliance Power Limited (the Parent Company) and its
subsidiary companies and have been prepared in accordance with Accounting Standard 21 (AS-21) -
Consolidated Financial Statements as prescribed by Companies (Accounting Standards) Rules, 2006. The
consolidated financial statements have been prepared on the following basis:
(i) The financial statements of the Parent and its subsidiary companies (together the Group) have been
combined on a line by line basis by adding together the book values of like items of assets, liabilities,
income and expenses after fully eliminating intra-group balances and unrealised profits or losses on
intra-group transactions.
(ii) The consolidated financial statements have been prepared using uniform accounting policies for like
transactions and other events in similar circumstances and are presented to the extent possible, in the
same manner as the Parent Companys separate financial statements. Appropriate adjustments have
been made in the financial statements of the subsidiaries with respect of different accounting policies
for like transactions and events in similar circumstances for the purpose of preparation of consolidated
financial statements.
(iii) The excess of cost to the Parent Company of its investment in the subsidiary over the Parent Companys
portion of equity of the subsidiary is recognised in the financial statements as Goodwill. This Goodwill
is tested for impairment at the end of the financial year. The excess of Parent Companys portion of
equity over the cost of investment as at the date of its investment is treated as Capital Reserve.
(iv) The financial statements of the subsidiaries used in consolidation are drawn up to the same reporting
date as that of the Parent Company i.e. year ended March 31, 2009.
(II) The subsidiaries (including step down subsidiaries) considered in the consolidated financial statements are:
Names of the Subsidiaries Country of Proportion (%) Proportion (%)
incorporation of shareholding of shareholding
as on March 31, as on March 31,
2009 2008
a) Sasan Power Limited (SPL) India 100 100
b) Rosa Power Supply Company Limited (RPSCL) India 100 100
c) Maharashtra Energy Generation Limited (MEGL) India 100 100
d) Vidarbha Industries Power Limited (VIPL) India 100 100
e) Tato Hydro Power Private Limited (THPPL) India 100 100
f) Siyom Hydro Power Private Limited (SHPPL) India 100 100
g) Chitrangi Power Private Limited (Formerly known
as MP Power Generation Private Limited) (MPPGPL) India 100 100
h) Urthing Sobla Hydro Power Private Limited (USHPPL) India 80 80
i) Kalai Power Private Limited (KPPL) India 100 100
j) Coastal Andhra Power Limited (CAPL) India 100 100
k) Reliance Coal Resources Private Limited (RCRPL) India 100 100
l) Reliance Power International SARL (RPIS) Luxembourg 100 -
(w.e.f. 30-Oct-2008)
m) Sasan Power Infrastructure Limited (SP Infrastructure) India 100 100
n) Sasan Power Infraventures Private Limited India 100 100
(SP Infraventures)
o) Maharashtra Energy Generation India 100 100
Infrastructure Limited (MEGIL)
p) Coastal Andhra Power Infrastructure Limited (CAPIL) India 100 100
Schedules annexed to and forming part of the Consolidated Financial Statements
79
Reliance Power Limited
(c) Revenue Recognition:
Income from contractual services is recognised as per the terms of the respective service agreement and on the
basis of service rendered.
Profit on sale / redemption of Investments is accounted on sale / redemption of such investments. Income
from mutual fund scheme having fixed maturity plans is accounted on declaration of dividend or on maturity of
such investments.
(d) Foreign Currency Transactions:
(i) Foreign currency transactions are accounted at the exchange rates prevailing on the date of the transactions.
Gains and losses, if any, at the year-end in respect of short term monetary items not covered by the
forward contracts are recognised in the Profit and Loss Account.
(ii) In respect of exchange differences arising on long term foreign currency monetary items, the Group has not
formulated its accounting policy in this respect in accordance with the provisions of Accounting Standard
11 as prescribed by the Companies (Accounting Standards) Rules, 2006 read with the Companies (Accounting
Standards) Amendment Rules, 2009 thereon notified on March 31, 2009 by Ministry of Corporate Affairs
since it does not have such long term foreign currency monetary assets and liabilities as on the reporting
date. The Company shall formulate its accounting policy in this respect when such situation arises (Refer
Note 7 below).
(iii) Non-monetary items denominated in foreign currency are stated at the rate prevailing on the date of the
transaction.
(e) Fixed Assets and Capital Work-in-progress:
(i) The gross block of Fixed Assets is stated at cost of acquisition or construction, including any cost attributable
to bringing the assets to their working condition for their intended use.
(ii) All Project related expenditure viz, civil works, machinery under erection, construction and erection materials,
pre-operative expenditure incidental / attributable to construction of project, borrowing cost incurred prior
to the date of commencement of commercial operation and trial run expenditure are shown under Capital
Work-in-Progress. These expenses are net of recoveries and income (net of tax) from surplus funds arising
out of project specific borrowings.
(iii) Deposits, payments/liabilities made provisionally towards compensation, rehabilitation and other expenses
relatable to land in possession are treated as cost of land.
(f) Depreciation / Amortisation:
Fixed assets are depreciated under the straight line method as per the rates and in the manner prescribed in
Schedule XIV to the Companies Act, 1956. Leasehold land is amortised over the lease period.
(g) Investments:
Long-term investments are stated at cost less provision for diminution other than temporary, if any, in the value
of such investments. Current investments are valued at lower of cost and fair value.
(h) Retirement Benefits:
Contribution to defined contribution scheme such as provident fund, superannuation fund, etc. are charged to
the Profit and Loss Account / Capital Work-in-Progress, as applicable, as incurred. The Group also provides for
retirement benefits in the form of gratuity and leave encashment. Such defined benefits are charged to the
Profit and Loss Account / Capital Work-in-Progress, as applicable based on the actuarial valuations, as at the
balance sheet date, made by independent actuaries.
(i) 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.
(j) Accounting for Taxes on Income:
Provision for current tax is made after taking into consideration benefits admissible under the provisions of the
Income Tax Act, 1961. Deferred tax resulting from timing differences between book and taxable profit is
accounted for using the tax rates and laws that have been enacted or substantively enacted as on the balance
sheet date. The deferred tax asset is recognized and carried forward only to the extent that there is a reasonable
certainty that the assets will be realized in future. However, in respect of unabsorbed depreciation or carry
forward loss, the deferred tax asset is recognised and carried forward only to the extent that there is a virtual
certainty that the assets will be realised in future.
(k) Provisions:
The Group recognises provisions when there is a present obligation as a result of past events, for which it is
probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate
can be made for the amount of the obligation.
Schedules annexed to and forming part of the Consolidated Financial Statements
80
Reliance Power Limited
(l) Impairment of Assets:
If the carrying amount of fixed assets exceeds the recoverable amount on the reporting date, the carrying
amount is reduced to the recoverable amount. The recoverable amount is measured as the higher of the net
selling price and the value in use determined by the present value of estimated future cash flows.
2. (a) Contingent Liabilities:
Counter Guarantees given to banks against guarantees issued by the banks on behalf of the group aggregate to
Rs 6,000,000,000 (previous year Rs 6,000,000,000) and claims not acknowledged as debts Rs 5,120,000
(previous year Rs Nil).
(b) Capital Commitments:
Estimated amount of contracts remaining unexecuted on capital account and not provided for
Rs 325,310,845,935 (previous year Rs 16,696,656,588).
3. Managerial remuneration (excluding contribution to gratuity fund and provision for leave encashment on
retirement) paid/payable to directors/Manager:
2008-09 2007-08
Rupees Rupees
Whole-time director*/Manager**
Salary 4,552,648 1,600,429
Contribution to provident fund 210,094 57,872
Directors other than Whole time director
Sitting fees 1,500,000 341,000
6,262,742 1,999,301
*Appointed w.e.f. 07.11.2007
**Appointed w.e.f. 28.04.2008
4. The Proceeds raised from the initial public offer (IPO) and its utilisation upto March 31, 2009 are given below:
Particulars Rupees
Proceeds received from IPO upto March 31, 2008 115,622,275,105
Add: Calls in arrears received during the year 9,840,348
115,632,115,453
Projected Actual
Utilisation upto March 31, 2009
Funding to part finance the construction and development costs
of following identified projects
600 MW Rosa Phase I, 600 MW Rosa Phase II,
300 MW Butibori, 3,960 MW Sasan, 1,200 MW Shahapur Coal,
400 MW Urthing Sobla. 31,855,200,000 16,535,305,514
Funding to part finance the construction and
development costs of following projects falling
under general corporate purpose category.
4,000 MW Krishnapatnam, 700 MW Tato II, 1,000 MW Siyom 9,674,173,643
Upfront premium paid to Government of
Arunachal Pradesh for acquiring the Hydro Projects 2,085,000,000
Share issue expenses 1,190,500,000 1,185,839,907
Total Utilised Amount 29,480,319,064
Unutilised amount 86,151,796,389
Break up of unutilised amount :
Investments in Liquid and Fixed Maturity Funds 86,121,796,389
Deposit with Bombay Stock Exchange Limited 30,000,000
Total 86,151,796,389
Schedules annexed to and forming part of the Consolidated Financial Statements
81
Reliance Power Limited
5. Pursuant to the approval of the Board of Directors at its meeting held on February 24, 2008 and subsequent
approval of the shareholders through postal ballot, the Parent Company has issued 136,800,000 bonus shares to all
the shareholders of the Parent Company except the promoters (pursuant to the waiver received from Shri Anil
Dhirubhai Ambani, Reliance Innoventures Private Limited, AAA Project Ventures Private Limited and Reliance
Infrastructure Limited) in the ratio of 3:5 equity shares of Rs 10 each by way of capitalisation of sum standing to the
credit of securities premium account of the Parent Company. The earnings per share (basic and diluted) has been
adjusted accordingly for the previous year also.
6. The Parent Company is currently developing a 7,480 MW gas-fired power project to be located at the Dhirubhai
Ambani Energy City in Dehra village, Dadri, Uttar Pradesh. The Dadri project will consist of five modules of 1,400
MW plus an additional 480 MW module and employ CCGT technology. The Parent Company has already acquired
2,100 acres of land and is in the process of acquiring further 400 acres of land. The project has already received all
statutory clearances from the Central and Uttar Pradesh government authorities including Environmental Clearance
for the full capacity of 7,480 MW. The Project will use gas sourced from KrishnaGodavari basin (KG Basin) being
developed by Reliance Industries Limited (RIL). Final hearing in RILs gas supply commitment from KG D-6 to Dadri
project in Bombay High Court concluded on January 30, 2009 and the judgment is expected soon. Critical site
activities like construction of approach road and site office have been completed and boundary wall construction is
in progress. Other activities will be commenced as soon as the gas supply issue with RIL is resolved. Expenditure
incurred during the construction and incidental to setting up the project are carried forward as Capital Work in
Progress. These expenses would be capitalized as fixed assets on completion of the project and commencement of
commercial operations and the Parent Company does not envisage provision for impairment as at the balance sheet
date.
7. The Group is not required to and accordingly has not formulated its accounting policy with respect to accounting for
long term foreign currency items in accordance with the provisions of Accounting Standard 11 as prescribed by the
Companies (Accounting Standards) Rules, 2006 read with the Companies (Accounting Standards) Amendment
Rules, 2009 thereon notified on March 31, 2009 by Ministry of Corporate Affairs as the Group (except in case of
RPSCL) does not have any long term foreign currency monetary items. RPSCL, has exercised the option available
under the Companies (Accounting Standards) Amendment Rules, 2009 and capitalised exchange differences
aggregating to Rs 275,745,233 arising from revaluation of long term foreign currency monetary liabilities towards
acquisition of fixed assets. In absence of long term foreign currency monetary items as on the reporting date for the
Group (excluding RPSCL), the principles of uniform accounting policies as referred to in Accounting Standard 21 as
prescribed by the Companies (Accounting Standards) Rules, 2006 for like transactions and other events in similar
circumstances does not arise.
8. The Parent Company has entered into a Memorandum of Agreement (MOA) with Government of Arunachal Pradesh
for execution of four hydro power projects of 1,200 MW Kalai II on Lohit River Basin, 420 MW Amulin, 500 MW
Emini and 400 MW Mithundon on river Dibang in the state of Arunachal Pradesh. As per the terms of MOA dated
March 2, 2009, the Parent Company has deposited Rs 2,085,000,000 towards upfront premium and processing
fees. .. ..
9. During the year Reliance Power International Sarl, a Perpetual, Limited Liability Company has become a Subsidiary
Company. The net loss on acquisition of the said company on Groups Profit and Loss account is Rs 1,154,938.
10. RPSCL has secured loans from banks and financial institutions which are secured by-
a) First mortgage and charge of all the immovable properties, present and future.
b) First charge by way of hypothecation of all movable properties and assets, present and future.
c) First charge on operating cash flows, current assets, receivables and revenues, present and future.
d) First charge on all intangible assets, present and future.
e) First charge on all letter of credit, escrow accounts, trust and any other bank accounts.
11. Siyom Hydro Power Private Limited:
The Company had paid an ad-hoc amount of Rs 1,114,100,000 to National Hydroelectric Power Corporation
Limited (NHPC) in the previous year towards expenditure incurred for Siyom Hydroelectric Project. Against the said
amount the company has received details of expenditure aggregating Rs 1,059,600,000 vide communication
dated 06/04/2009. Considering the details received, the Company has accounted for the expenditure as fixed
assets (Refer Schedule 4) or project development expenditure under capital work in progress (Refer Schedule 5).
The Parent Company has executed a memorandum of transfer with NHPC on April 17, 2008 and on April 24, 2008
for transfer of all the immovable and movable assets respectively of the Project situated at the site.
Schedules annexed to and forming part of the Consolidated Financial Statements
82
Reliance Power Limited
NHPC had depreciated fixed assets as per the rate prescribed by Central Electricity Regulatory Authority. To bring in
the line with the policy of the Company, depreciation on all the assets taken over has been recomputed from the
date of purchase as per the rate and in the manner prescribed under Schedule XIV of the Companies Act, 1956.
Depreciation on these assets has been transferred to Capital work-in-progress, since the said assets are for the use
and construction of the plant.
12. Disclosure under Accounting Standard 15 (revised 2005) Employee Benefits:
The Group has classified various employee benefits as under:
Defined contribution plans
(a) Provident fund
(b) Superannuation fund
(c) State defined contribution plans
- Employees Pension Scheme 1995
The provident fund and the state defined contribution plan are operated by the Regional provident fund commissioner
and the superannuation fund is administered by the Trust. Under the schemes, the Group is required to contribute a
specified percentage of payroll cost to the retirement benefit schemes to fund the benefits. These funds are
recognised by the Income tax authorities.
The Group has recognised the following amounts in the Profit and Loss Account / Capital Work-in-Progress for the
year:
Rupees
Sr. No. Particulars 2008-09 2007-08
(a) Contribution to provident fund 14,593,243 2,198,536
(b) Contribution to employees superannuation fund 3,318,595 452,388
(c) Contribution to employees deposit linked insurance 63,722 -
(d) Contribution to employees pension scheme 1995 1,792,407 277,678
Defined Benefit Plans
(a) Gratuity
(b) Leave Encashment
Leave encashment is payable to eligible employees who have earned leaves, during the employment and / or on
separation as per the Group policy.
Valuations in respect of gratuity and leave encashment have been carried out by independent actuary, as at the
Balance Sheet date, based on the following assumptions:
Gratuity Leave Encashment
2008-2009 2007-2008 2008-2009 2007-2008
Discount Rate (per annum) 7.50% 8.00% 7.50% 8.00%
Rate of increase in compensation levels 6.00% 6.00% 6.00% 6.00%
Rate of return on plan assets 7.50% 8.00% 7.50% 8.00%
Expected average remaining working lives
of employees in no. of years 17 to 24 17 to 19 - -- -- -
Schedules annexed to and forming part of the Consolidated Financial Statements
83
Reliance Power Limited
Rupees
Sr. Particulars Gratuity Leave Encashment
No. 2008-09 2007-08 2008-09 2007-08
(i) Changes in present value of obligation
Opening balance of present value of obligation 6,948,791 1,084,154 4,489,345 1,020,623
Liability on transfer of Employees (Net) 4,613,853 - 3,226,190 -
Interest Cost 555,903 86,732 359,148 76,547
Current Service Cost 2,551,571 1,396,857 2,526,060 896,858
Actuarial (gains) / loss 3,572,098 4,381,048 6,851,892 2,495,317
Closing balance of present value of obligation 18,242,216 6,948,791 17,452,635 4,489,345
(ii) Changes in fair value of plan assets
Opening balance of present value of plan assets 8,119,677 1,084,154 - -
Expected return on plan assets 646,602 86,732 - -
Employers Contributions 8,992,604 6,948,791 - -
Closing balance of fair value of plan assets 17,758,883 8,119,677 - -
Plan assets pending transfer 4,613,853 - 210,912 -
Closing balance of fair value of plan assets
(including pending transfer) 22,372,736 8,119,677 210,912 -
(iii) Percentage of each category of plan
assets to total fair value of plan assets
Administered by the Life Insurance
Corporation of India 100% 100% - -
(iv) Reconciliation of Present Value of Defined
Present Obligations and the Fair Value of Assets
Closing balance of present value of obligation 18,242,216 6,948,791 17,452,635 4,489,345
Closing balance of fair value of plan assets
(including pending transfers) 22,372,736 8,119,677 210,912
Funded (asset) / liability recognised in the
Balance Sheet (4,138,521) (1,170,886) - -
Unfunded liability recognized in the Balance Sheet 8,001 - 17,241,723 4,489,345
(v) Amounts recognised in the Balance Sheet
Closing balance of present value of obligation 18,242,216 6,948,791 17,452,635 4,489,345
Closing balance of fair value of plan assets
(including pending transfers) 22,372,736 8,119,677 210,912 -
Funded (asset) / liability recognised in the
Balance Sheet (4,138,521) (1,170,886) - -
Unfunded liability recognized in the Balance Sheet 8,001 - 17,241,723 4,489,345
(vi) Expenses recognised in the Profit and
Loss Account / Capital work in progress
Current service cost 2,551,571 1,396,857 5,541,338 896,858
Interest cost 555,903 86,732 359,148 76,547
Expected return on plan assets (649,574) (86,732) - -
Excess provision written back - (807,689) - -
Net actuarial (gain) / loss 3,575,070 4,381,048 6,851,892 2,495,317
Total expenses recognised during the year 6,032,970 4,970,216 12,752,378 3,468,722
(vii) Expected Employers Contribution for the
next year 9,091,360 1,299,100 - -
Schedules annexed to and forming part of the Consolidated Financial Statements
84
Reliance Power Limited
13. Related Party Transactions:
As per Accounting Standard 18 Related Party Disclosures as prescribed by Companies (Accounting Standards)
Rules, 2006, following are the Groups related parties with whom transactions have been done during the year
(i) Investing Parties : a) Reliance Infrastructure Limited (RInfra)
b) AAA Project Ventures Private Limited (APVPL)
(ii) Person having control over the Shri Anil D Ambani, Chairman
investing party as defined in
(i) (b) above:
(iii) Key Management Personnel Shri K H Mankad, Whole-time Director (w.e.f. 07.11.2007)
Shri J P Chalasani, Chief Executive Officer (w.e.f. 08.03.2008)
Shri Paresh Rathod, Manager (w.e.f. 28.04.2008)
(iv) Enterprises over which person Reliance Natural Resources Limited (RNRL)
described in clause (ii) above have Reliance General Insurance Company Limited (RGICL)
control Reliance Infocomm Infrastructure Private Limited (RIIPL)
Reliance Communications Limited (RCom)
Rupees
Particulars Investing Enterprise over Person having Total
Parties which person control over
described in the investing
clause (ii) above party / Key
has control Management
Personnel
Transactions during the year:
Salaries, Commission and Other
benefits
- Shri K H Mankad - 3,866,043 3,866,043
1,658,301 1,658,301
- Shri J P Chalasani - 11,393,953 11,393,953
764,817 764,817
- Shri Paresh Rathod - 896,699 896,699
Sitting Fees
- Shri Anil D Ambani - 200,000 200,000
80,000 80,000
Guarantees and Collaterals
provided
- RInfra - -
3,669,846 3,669,846
Advances given against EPC
Contract
- RInfra 17,950,000,000 - 17,950,000,000
-
Advances refunded against
EPC Contract
- RInfra 1,050,000,000 1,050,000,000
-
Interest Income
- RInfra 140,585,976 140,585,976
-
Professional Fees and
Reimbursement of Expenses
- RInfra 377,440,124 377,440,124
1,465,157,241 132,985 1,465,290,226
Schedules annexed to and forming part of the Consolidated Financial Statements
85
Reliance Power Limited
Rupees
Particulars Investing Enterprise over Person having Total
Parties which person control over
described in the investing
clause (ii) above party / Key
has control Management
Personnel
- RNRL - 10,004,865 10,004,865
- -
Assets purchased
- RInfra 27,592,429 27,592,429
-
Material and Services received
- RInfra 890,145,882 890,145,882
-
- RIIPL - 133,816,155 133,816,155
- RCom - 4,957,386 4,957,386
Insurance Premium
- RGICL 25,141,244 25,141,244
Equity Share Contribution
- RInfra
9,159,800,000 9,159,800,000
- APVPL -
9,159,800,000 9,159,800,000
Advance against share
application money (received)
- RInfra
11,200,000 11,200,000
Repayment of Advance against
Share Application Money
- RInfra -
81,700,000 81,700,000
Balance Sheet Heads:
(Closing Balances)
Current Liabilities and Provisions
- RInfra 260,848,978 260,848,978
1,197,363,353 1,197,363,353
Retention payable towards
EPC Contract
- RInfra 88,757,656 88,757,656
Equity Share Contribution
- RInfra 10,160,000,000 10,160,000,000
10,160,000,000 10,160,000,000
- APVPL 10,160,000,000 10,160,000,000
10,160,000,000 10,160,000,000
Balance of EPC Advances
- RInfra 16,369,201,533 16,369,201,533
-
Balance Receivable
- RInfra 94,069,780 94,069,780
Figures in italics are pertaining to previous year.
Schedules annexed to and forming part of the Consolidated Financial Statements
86
Reliance Power Limited
Reliance Infrastructure Limited has given equity support undertakings to power procurers in respect of Sasan Ultra
Mega Power Project (UMPP), Krishnapatnam UMPP, Tilaiya UMPP and Chitrangi Power Project of the Group for
setting up the respective projects and has also given funding support undertaking for cost overrun and equity
support undertaking to financial institutions / banks in respect of Rosa Power Project, the amounts of which
currently are not ascertainable.
The above disclosure does not include transactions with public utility service providers, viz, electricity,
telecommunications, in the normal course of business.
14. Earnings Per Share:
2008-2009 2007-2008
Profit available to Equity Shareholders
- Profit / (Loss) after Tax (A) (Rs) 2,445,097,171 853,794,072
Number of Equity Shares
- Weighted Number of equity shares outstanding (B)
(Refer Note 5 above) 2,396,745,733 5,734,533,319
Basic and diluted earnings per share (A/B) (Rs) 1.02 0.15
Nominal value of an Equity Share (Rs) 10 10
15. The Management has been legally advised that the Parent Company is considered to be established with the object
of providing infrastructural facilities and accordingly, Section 372A of the Companies Act, 1956 is not applicable to
the Parent Company.
16. The Group operates in only one segment, namely, power generation and hence there are no reportable segments
under Accounting Standard 17 Segment Reporting as prescribed by Companies (Accounting Standards) Rules,
2006.
17. Operating Lease:
(a) The Parent Company has entered into cancellable leasing agreement for its office premises renewable by mutual
consent on mutually agreeable terms.
(b) Future minimum lease payments under non cancellable operating lease are as under:-
Particulars Lease Rental Future Minimum Lease Rentals (Rupees) Period of
Debited to Profit Lease*
and Loss
Account
(Rupees) Less than 1 Between 1 to 5 More than 5
Year Years Years
Noida office 10,118,827 10,700,340 22,292,375 Nil 48 months
Mumbai office 12,941,142 15,273,035 18,100,760 Nil 36 months
Mumbai office 10,287,575 12,939,534 16,090,363 Nil 36 months
*The lease terms are renewable on a mutual consent of lessor and lessee. The lease rentals have been
disclosed under the head Rent expenses under Schedule 10.
18. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006:
There are no Micro and Small Scale Business Enterprises, to whom the Group owes dues, which are outstanding for
more than 45 days as at March 31, 2009. This information as required to be disclosed under Micro, Small and
Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified
on the basis of information available with the Group.
Schedules annexed to and forming part of the Consolidated Financial Statements
87
Reliance Power Limited
Schedules annexed to and forming part of the Consolidated Financial Statements
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88
Reliance Power Limited
Consolidated Cash Flow Statement for the year ended March 31, 2009
Year ended Year ended
March 31, 2009 March 31, 2008
Rupees Rupees
A. Cash Flow from / (used in) Operating Activities:
Net Profit before taxation 2,570,237,343 921,488,872
Adjustments for :
Dividend Income (2,848,581,201) (1,127,932,740)
Depreciation 2,176,878 -
Profit on redemption of mutual funds (609,272,958) (200,377,249)
Interest on Call Money Received - (115,453)
Other Interest (140,641,916) (36,122)
Provision for Gratuity and Leave Encashment 12,760,378 2,661,033
Foreign exchange loss 81,003,941 -
Operating Loss before working capital changes (932,317,535) (404,311,659)
Adjustments for :
Loans and Advances (983,360,121) 35,334,295
Current Liabilities 90,389,418 (202,489,486)
(892,970,703) (167,155,191)
Net Cash used in Operating Activities (1,825,288,237) (571,466,850)
B. Cash Flow from / (used) in Investing Activities:
Purchase of Fixed Assets (Including Capital Work In Progress) (39,087,908,542) (3,609,735,694)
Dividend Income 2,848,581,201 1,127,932,740
Interest Received 38,542,463 36,122
Deposits (Non Trade) 12,277,070 (37,236,700)
Purchase of Investments (28,697,003,881) (295,952,693,707)
Acquisition of Subsidiaries (800,603) (8,100,000)
Advance recoverable in Cash or in Kind 133,535,590 (34,671,455)
Sale of Investments 57,367,749,704 175,365,485,477
Taxes Paid (108,142,462) (65,150,134)
Net Cash used in Investing Activities (7,760,240,640) (123,214,133,351)
C. Cash Flow from Financing Activities:
Proceeds from Issue of Equity Shares - 7,999,600,000
Proceeds from Initial Public Offer including Securities Premium 9,840,348 115,622,159,652
Proceeds from Borrowing (Secured) 8,504,640,639 4,482,696,207
Repayment of Borrowings - (2,856,080,656)
Interest and Finance Charges 907,224,965 -
Share Issue Expenses (402,357,637) (721,413,270)
Refund of Share Application Money by subsidiaries - (81,700,000)
Unclaimed Share Application Money Refundable (represents
unclaimed net application money refundable to the investors) - 3,593,047,447
Refund of Share Application Money (3,487,924,964) -
Interest on Call Money Received - 115,453
Net Cash from Financing Activities 5,531,423,351 128,038,424,833
Net Increase /(Decrease) in Cash and Cash equivalents (A+B+C) (4,054,105,526) 4,252,824,632
Opening Balance of Cash and Cash equivalents (Balance in Current Account) 4,269,074,410 8,293,363
Add : Cash taken over on acquisition of subsidiaries 800,603 7,624,335
Add : Cash received on Amalgamation - 332,080
Closing Balance of Cash and Cash equivalents (Balance in Current Account) 215,769,487 4,269,074,410
Previous year figures have been regrouped/rearranged wherever necessary to make them comparable to those for the current year.
As per our attached Report of even date For and on behalf of the Board
For Price Waterhouse For Chaturvedi & Shah Anil D Ambani Chairman
Chartered Accountants Chartered Accountants K H Mankad Whole-time Director
S L Rao
Partha Ghosh C D Lala J L Bajaj Directors
Partner Partner Dr V K Chaturvedi
Membership No. 55913 Membership No. 35671 J P Chalasani Chief Executive Officer
Paresh Rathod Company Secretary
Date : April 23, 2009 Date : April 23, 2009
Place : Mumbai Place : Mumbai
}
We have been constant|y endeavour|nq to extend the best poss|b|e serv|ces to our shareowners
and we see| your [eedbac| on the sane. I|nd|y, there[ore, return th|s response [orn du|y [|||ed to
our P & T aqents, Iarvy Conputershare Pr|vate L|n|ted.
t |s |ndeed our pr|v||eqe to have you as our shareowner and to cont|nue to rece|ve your trust and
con[|dence.
To,
Iarvy Conputershare Pr|vate L|n|ted
Un|t : Pe||ance Power L|n|ted
P|ot No. 17-24, v|tta| Pao Naqar
adhapur
Hyderabad 500 081
Peq : Shareho|der Satis[action Survey-2009-Pesponse Form
Nane o[ So|e,F|rst ho|der :
Fo||o No. STD Code
DP D Te|ephone No.
C||ent D e-na||
I|nd|y rate our serv|ces |n [o||ow|nq areas
Lxce||ent Cood Needs
nprovenent
1. Pesponses to quer|es,conp|a|nts
2. Your overa|| rat|nq o[ our |nvestor serv|ce
3. Presentat|on o[ |n[ornat|on on Conpany's
webs|te www.re||ancepower.co.|n
4. Qua||ty and contents o[ Annua| Peport 2008-09
5. Do you have any qr|evance wh|ch has not been addressed so [ar : Yes No
[ yes, p|ease [urn|sh deta||s |n br|e[
6. Your suqqest|ons and connents [or |nprovenent |n our serv|ces
Date Signature o[ member
Pe|iance Power Limited
Shareho|der Sat|s[act|on Survey 2009
center fold center fold
c
u
t
h
e
r
e
8usiness Pep|y In|and Letter Card
Postaqe w|||
be pa|d by
the
Addressee
No postaqe
stanp
necessary |[
posted |n
NDA
Fo|d
8PP NO. HDC,8-521
Cyberabad Post O[[|ce
Hyderabad - 500 081
To,
Iarvy Conputershare Pr|vate L|n|ted
Un|t: Pe||ance Power L|n|ted
P|ot No. 17-24, v|tta| Pao Naqar
adhapur
Hyderabad 500 081
Please fill the Attendance Slip and hand it over at the entrance of the meeting venue
Joint shareholders may obtain additional Attendance Slip on request
Reliance Power Limited
Reliance Power Limited
AT AT AT AT ATTEND TEND TEND TEND TENDANCE SL ANCE SL ANCE SL ANCE SL ANCE SLIP IP IP IP IP
Registered Office: H Block, 1
st
Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai 400 710
PRO PRO PRO PRO PROX XX XXY YY YY FORM FORM FORM FORM FORM
DP. Id* Regd. Folio No.
Client Id* No. of Share(s) held
Note (1) The proxy in order to be effective should be duly stamped, completed and signed and must be deposited
at the Registered Office of the Company not less than 48 hours before the time for holding the aforesaid
meeting. The Proxy need not be a member of the Company.
(2) Members holding shares under more than one folio may use photocopy of this Proxy Form for other
folios. The Company shall provide additional forms on request.
I/We........................................................................................................................................................................................................ of
..................................................................................................... being a member/members of Reliance Power Limited hereby
appoint ................................................................................................................................................................................................... of
........................................................................................................................................................................................... or failing him
............................................................................................................ of .................................................................................... as my/
our proxy to vote for me/us and on my/our behalf at the 15 15 15 15 15th th th th th Annual Annual Annual Annual Annual Gener Gener Gener Gener General al al al al M MM MMeeting eeting eeting eeting eeting of Reliance Power Limited
held on Tuesday, July 28, 2009, at 11:00 a.m. at Birla Matushri Sabhagar, 19 Sir Vithaldas Thackersey Marg, Mumbai
400 020 or at any adjournment thereof.
Signed this .......................................................... day of .......................................... 2009.
* Applicable for investors holding shares in electronic form.
........... ........................................................................... TEAR HERE .........................................................................................
Registered Office: H Block, 1
st
Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai 400 710
Name and Address of the Shareholder
I/We hereby record my /our presence at the 15th 15th 15th 15th 15th Annual Annual Annual Annual Annual Gener Gener Gener Gener General al al al al M MM MMeeting eeting eeting eeting eeting of Reliance Power Limited held on
Tuesday, July 28, 2009, at 11:00 a.m. at Birla Matushri Sabhagar, 19 Sir Vithaldas Thackersey Marg, Mumbai 400 020.
Signature of the shareholder or proxy
*Applicable for investors holding shares in electronic form.
DP. Id* Regd. Folio No.
Client Id* No. of Share(s) held
Affix
Re. 1
revenue
stamp
If undelivered please return to :
Karvy Computershare Private Limited
(Unit: Reliance Power Limited)
Plot No. 17-24, Vittal Rao Nagar
Madhapur
Hyderabad 500 081
India
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