Home  »  Company  »  Reliance Power L  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Reliance Power Ltd.

Mar 31, 2016

Dear Shareowners,

The Directors present the 22nd Annual Report and the audited accounts for the financial year ended March 31, 2016.

Financial Results

The performance of the Company (consolidated and standalone) for the financial year ended March 31, 2016, is summarised below:

Particulars Financial Year ended Financial Year ended

March 31, 2016 March 31, 2015

Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs (Consolidated) (Standalone) (Consolidated) (Standalone)

Total Income 1,103,850 68,784 7,20,200 36,932

Profit before tax 156,555 40,413 1,28,636 2,832

Less: Provision for taxation (Net) 20,361 139 25,804 322

Profit after tax 136,194 40,274 1,02,832 2,510

Financial Performance

During the financial year under review, the total Income of the Company was Rs. 68,784 lakhs against Rs. 36,932 lakhs in the previous year on a standalone basis. The Company has earned a Profit after tax of Rs. 40,274 lakhs compared to Rs. 2,510 lakhs in the previous year on a standalone basis.

Dividend

The Company has declared maiden interim dividend of Rs. 1 per share (i.e. 10% per share) during the year 2015-16 and the same is proposed to be confirmed as final dividend with the approval of the shareholders for the financial year under review.

Business Operations

During the year 2015-16, the most significant achievement was the operational performance of our flagship Sasan UMPP project, the World''s largest integrated power plant and coal mine. The plant in its very first year of full operations, operated at PLF of 90% which was the best-in-class among plants of similar capacity. The captive coal mine achieved production of 17.02 million tonne, the highest in private sector in less than 4 years from commencement of production. This bears testimony to the determination and hard work put in by our employees in setting such benchmarks.

The 1,200 MW coal based Rosa Power Plant in Uttar Pradesh operated at an availability of 93 % PLF during the year, in its fourth year of operations.

The 600 MW Butibori coal based power plant also performed exceedingly well generating 4,022 MU of power which is being supplied under a long term Power Purchase Agreement (PPA) approved by Maharashtra Electricity Regulatory Commission.

The 40 MW Solar PV power project in Rajasthan generated 68 MU of electricity during the year.

The Company''s 45 MW wind farm in Sangli District of Maharashtra produced 79.3 MU of Electricity.

The concentrated Solar Power (CSP) plant in Rajasthan with a capacity of 100 MW achieved peak load of 111 MW during the year.

The Company''s wholly owned subsidiary, Jharkhand Integrated Power Limited (JIPL) has issued a notice for terminating the PPA upon the Power Procurers on account of their failure to fulfill the conditions subsequent as per the PPA entered into by the Company with them. Subsequently, the Procurers at their meeting held in November 2015 accepted the termination and decided to acquire 1 00% ownership of JIPL. The process of transfer of JIPL to the procurers against a specified termination compensation is underway.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report.

Non-convertible Debentures

During the year under review, the Company has issued Redeemable Non-convertible Debentures aggregating to Rs. 400 crores which are outstanding as on date. Out of the above Rs. 250 crores are secured. These Debentures are listed on BSE Limited and National Stock Exchange of India Limited.

Deposits

The Company has not accepted any deposits from the public which comes within the purview of Section 73 of the Companies Act, 2013 (hereinafter referred to as ''the Act'') read with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Investments

Pursuant to the provisions of Section 186 of the Act, the details of Investments made are provided in the unabridged standalone financial statements under note nos. 3.10 and 3.13.

Subsidiary and Associate Companies

As on March 31, 2016, the Company had 48 Subsidiaries under it. The following companies became subsidiaries of the Company during the year:

1. RPL Sunshine Power Private Limited (Formerly known as Solar Generation Company (Rajasthan) Private Limited). (w.e.f. July 16, 2015)

2. RPL Surya Power Private Limited. (w.e.f. July 31, 2015)

3. RPL Star Power Private Limited. (w.e.f. August 7, 2015)

4. RPL Sunlight Power Private Limited. (w.e.f. August 1 9, 2015)

5. RPL Solar Power Private Limited. (w.e.f. August 26, 2015)

6. RPL Aditya Power Private Limited. (w.e.f. August 26, 2015)

7. RPL Solaris Power Private Limited. (w.e.f. September 7, 2015)

During the year the following Companies became Subsidiaries w.e.f. July 16, 2015 and ceased to be Subsidiaries w.e.f. February 16, 2016.

1 . RPL Sun Power Private Limited (Formerly known as Reliance Biomass Power Private Limited).

2. RPL Photon Private Limited (Formerly known as Reliance Renewable Power Private Limited) and

3. RPL Sun Technique Private Limited (Formerly known as Reliance Tidal Power Private Limited).

The Company does not have any Associate Company.

The operating and financial performance of the major subsidiary companies, has been discussed in the Management Discussion and Analysis Report forming a part of this Annual Report. In addition, the financial results of the subsidiary companies have been consolidated with those of the parent Company. The Company''s policy for determining material subsidiaries may be accessed on the Company''s website at the link http://www. reliancepower.co.in/1106/Policy for Determining Material Subsidiary, pdf.

Consolidated Financial Statement

The audited consolidated financial statement for the financial year ended March 31, 2016, based on the financial statements received from the subsidiary companies, as approved by their respective Boards of Directors have been prepared in accordance with Accounting Standard 21 (AS-21) on "Consolidated Financial Statements" and Accounting Standard 27 (AS-27) on "Financial Reporting of Interests in Joint Ventures" as specified under the Act read with the Accounting Standards Rules as applicable.

Directors

Dr. Yogendra Narain, Independent Director was appointed for a term of two consecutive years on September 27, 2014. Dr. Narain will complete 74 years of age in June 2016.

In keeping with the Company''s charter which provides for a retirement age of 75 years for Directors, it is proposed to appoint him for a period of one year only from the date of the ensuing Annual General Meeting (AGM) in which the resolution for his appointment shall be considered. Dr. Narain will complete 75 years of age before completion of the proposed term of one year as stated above.

The Company has received a notice in writing from a member along with the requisite deposit under Section 160 of the Act, proposing the candidature of Dr. Narain for the office of Director of the Company. The Nomination and Remuneration Committee of the Board, has also recommended the re-appointment of Dr. Yogendra Narain as an Independent Director for a period of one year from the date of his proposed appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under the Act and the Listing Regulations.

The details of programmes for familiarisation of Independent Directors with the Company, nature of industry in which the Company operates and related matters are put up on the website of the Company at the link: http://www.reliancepower. co.in/2015/Familiarsation_Policy.pdf

In accordance with the provisions of the Act, Dr. V. K. Chaturvedi, Non-Executive Director retires by rotation and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting (AGM).

A brief resume of both Dr. Yogendra Narain and Dr. V. K. Chaturvedi along with the information regarding the nature of their expertise in specific functional areas and names of the companies in which they hold directorship and / or membership / chairmanship of Committees of the respective Boards, shareholding and relationship between Directors, inter se, as stipulated under Regulation 36(3) of the Listing Regulations and Section 152(5) of the Act, is given in the section on Corporate Governance Report forming part of this Annual Report.

Key Managerial Personnel

Shri N. Venugopala Rao was appointed as the Chief Executive Officer of the Company and designated as the Key Managerial Personnel (KMP) by the Board at its meeting held on October 13, 2015.

Shri Ashutosh Agarwala, the Chief Financial Officer and Shri Ramaswami Kalidas, the Company Secretary are the other KMPs. Shri Ramaswami Kalidas ceased to be the Manager upon completion of his tenure on May 26, 2016.

Evaluation of Directors, Board and Committees

The Board has devised a policy for performance evaluation of its individual directors, the Board and the Committees, which includes criteria for performance evaluation.

Pursuant to Section 178(2) of the Act read with Rules made there under and Regulation 17(10) of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, working of the Committees, and the directors individually. The Board''s performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of processes and information provided to the Board etc.

A separate meeting of the independent directors was also held during the year for evaluation of the performance of non- independent directors, performance of the Board as whole and that of the Chairman. In accordance with the requirements of the Statute and the Listing Regulations, the meeting was attended by all independent directors.

The Nomination and Remuneration Committee has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation at meetings, understanding of their roles as directors, etc.

Policy on appointment and Remuneration for Directors, Key Managerial Personnel and Senior Management employees

The Nomination and Remuneration Committee has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their remuneration. The Committee has formulated the criteria for determining the qualifications, positive attributes and independence of Directors, which has been put up on the Company''s website. Further, the Committee has also devised a policy relating to remuneration for Key Managerial Personnel and senior management employees, as the Company does not have any Whole-time Director / Managing Director on its Board at present. All the directors, being non-executive, were paid only sitting fees for attending the meetings of the Board and its Committees, The policy on the above is attached as Annexure - A.

Directors'' Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. to the preparation of the annual financial statement for the financial year ended March 31, 2016, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

ii. The Directors had 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, 2016 and of the profit of the Company for the year ended on that date;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual financial statement for the financial year ended March 31, 2016 on a ''going concern'' basis;

v. The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered into by the Company during the financial year under review with related parties were at an arm''s length basis and in the ordinary course of business. No materially significant related party transactions were made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee for approval. Omnibus approvals of the Audit Committee were obtained for the transactions which were of a repetitive nature. Transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee on a quarterly basis. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company''s website at the link http://www.reliancepower. co.in/1106/Policy_for_Related_Party_Transactions.pdf.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Material Changes and Commitments, if any, affecting the financial position of the Company

There were no material changes and commitments affecting the financial position of the Company.

Meetings of the Board

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, eight Meetings of the Board were held, details of which are given in the Corporate Governance Report.

Audit Committee

The Audit Committee of the Board consists of the following Independent Directors namely Dr. Yogendra Narain (Chairman), Shri D.t. Kakalia and Smt. Rashna Khan. Shri Sateesh Seth, Non-independent Non-executive Director is a member of the Committee. Dr. V. K. Chaturvedi, Non-independent Non- executive Director was withdrawn from the Committee during the year to ensure that the structure of the Committee is in line with the requirements of the Listing Regulations. He continues to be a permanent invitee to the meetings of the Committee as decided by the Board. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Auditors and Auditors'' Report

M/s. Chaturvedi & Shah, Chartered Accountants and M/s. Price Waterhouse, Chartered Accountants, the Auditors of the Company hold office until the conclusion of the ensuing AGM and are eligible for re-appointment. The existing Auditors would be completing tenure of 9 years at the forthcoming AGM.

To fall in line with the requirements of Section 139(2) of the Act, one of the Auditors will have to be substituted by another firm of auditors who have to be appointed by the shareholders for a term not exceeding five consecutive years. As the Company has joint Auditors, in accordance with Rule 6(4) of the Companies (Audit and Auditors) Rules, 2014, the Company proposes to follow the rotation of Auditors in such a manner that both the Joint auditors do not complete their term in the same year.

To enable a phased transition in the above manner, it is proposed to re-appoint M/s. Price Waterhouse as statutory auditors till the conclusion of the next AGM. M/s. Price Waterhouse have consented to the above appointment and have confirmed their eligibility for the same.

The Company has received pursuant to Section 1 40(4) of the Act read with Section 115 of the Act and the Companies (Management and Administration) Rules, 2014, a special notice from a member proposing the appointment of M/s. Pathak H. D. & Associates, Chartered Accountants, as Auditors for a period of five consecutive years beginning from the conclusion of this AGM till the conclusion of the 27th AGM.

M/s. Pathak H. D. & Associates have provided a certificate to the Company that they satisfy the criteria laid down in Section 141 of the Act. They have also given their written consent for the proposed appointment.

Shareholders are requested to approve the appointment of the Auditors as above at the ensuing AGM.

The observations and comments given by the Auditors in their report read together with the notes on the financial statements are self explanatory and hence do not call for any further comments under Section 134 of the Act.

Cost Auditors

Pursuant to the provisions of the Act and the Companies (Audit and Auditors) Rules, 2014, the Board of Directors have appointed M/s. V. J. Talati & Co., Cost Accountants, as the Cost Auditors in respect of its 45 MW Wind Farm Power project at Vashpet, Maharashtra for the financial year ending March 31, 2017, subject to the remuneration being ratified by the Shareholders at the ensuing AGM of the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Ajay Kumar & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company. There are no qualifications, reservations or adverse remarks in their Secretarial Audit Report. The Report of the Secretarial Auditor is attached herewith as Annexure - B.

Extract of Annual Return

Extract of the Annual Return of the Company in form MGT-9 is attached herewith as Annexure - C.

Employees Stock Option Scheme

During the year under review, the Company has not granted any Options to the employees of the Company. Employees Stock Option Scheme (ESOS) has been approved and implemented by the Company and options were granted to the employees in accordance with the guidelines applicable to such ESOS.

The ESOS Compensation Committee of the Board monitors the Scheme and Plans which are in line with the SEBI guidelines in this regard. The existing ESOS Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SEBI Regulations).

The required disclosures in accordance with the Companies (Share Capital and Debentures) Rules, 2014 as on March 31, 2016 are as follows:

a. Options granted 85.00,000

b. Options vested 85,00,000. As per the Scheme, the vested options are exercisable any time during the duration of the Scheme.

c. Options exercised Nil

d. Total number of shares arising Nil out of the exercise of the options

e. Options lapsed Nil

f. Exercise price Rs.162 per Equity Share.

g. Variations of terms of options None

h. Money realised by exercise of Nil options

i. Total number of options in 85,00,000 force

j. Employee wise details of options granted to:-

(i) Key Managerial Personnel Nil

(ii) Any other employee who Nil receives a grant of options in any one year of option amounting to five per cent or more of options granted during that year

(iii)identified employees who Nil were granted option, during any one year equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant

The Company has received a certificate from the Auditors of the Company that the ESOS Plan 2010 has been implemented in accordance with the SEBI Regulations and as per the resolution passed by the Members of the Company authorizing the issuance of the said options.

The other details as required under Listing Regulations are disclosed on the Company''s website at www.reliancepower.co.in.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in the said Rules are provided in Annexure to the Directors'' Report. However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the Shareholders of the Company and others entitled thereto. The said information is available for inspection 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 AGM and any member interested in obtaining the same may write to the Company Secretary. Upon such request the information shall be furnished.

Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure - D.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required to be disclosed in terms of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are given in Annexure - E forming part of this Report.

Corporate Governance

The Company has adopted the "Reliance Group-Corporate Governance Policies and Code of Conduct" which sets out the systems, processes and policies conforming to the international standards. The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in a separate section forming part of this Annual Report.

A Certificate from the auditors of the Company M/s. Price Waterhouse and M/s. Chaturvedi & Shah, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Part E of Schedule V to the Listing Regulations is enclosed to this Report.

Vigil Mechanism

In accordance with Section 177 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism to address the genuine concerns, if any, of the directors and employees. The details of the same have been stated in the Report on Corporate Governance and the policy can also be accessed on the Company''s website.

Risk Management

The Company continues to have a Risk Management Committee consisting of majority of directors and senior managerial personnel. The details of the Committee and its terms of reference, etc. are set out in the Corporate Governance Report forming part of this Report.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhances Company''s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The risks are assessed for each project and mitigation measures are initiated both at the project as well as the corporate level.

Compliance with provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year under review no such complaints were received.

Corporate Social Responsibility

The Corporate Social Responsibility Committee of the Board performs its functions in accordance with the provisions of the Act. It has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company. The CSR policy may be accessed on the Company''s website at the link: http://www.reliancepower.co.in/2015/ CSR_Policy.pdf.

The CSR Committee of the Board consists of Dr. Yogendra Narain as Chairman, Shri Sateesh Seth, Dr. V. K. Chaturvedi, Shri D. J. Kakalia and Smt. Rashna Khan, Directors as members.

The disclosures with respect to CSR activities forming part of this report is given as Annexure - F.

Orders, if any, passed by regulators or courts or tribunals

No orders have been passed by the regulators or courts or tribunals which impact the going concern status and operations of the Company.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls across the organization. The same is subject to review periodically by the Internal Audit Cell and by the Audit Committee for its effectiveness. The control measures adopted by the Company have been found to be effective and adequate to the Company''s requirements.

Business Responsibility Report

Business Responsibility Report has been uploaded on a voluntary basis on the website of the Company at www.reliancepower. co.in.

Acknowledgements

Your Directors express their sincere appreciation for the co- operation and assistance received from shareholders, debenture holders, debenture trustee, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors



Anil Dhirubhai Ambani

Chairman

Mumbai May 27, 2016


Mar 31, 2015

Dear Shareowners,

The Directors present the 21st Annual Report and the audited accounts for the financial year ended March 31, 201 5

Financial Results

The performance of the Company (consolidated and standalone) for the financial year ended March 31, 201 5, is summarised below:

Particulars Financial Year ended Financial Year ended March 31, 2015 March 31, 2014 Rs.in lakhs Rs.In lakhs Rs.in lakhs Rs.in lakhs (Consolidated)(Standalone) (Consoli dated) (Standalone)

Total Income 7,20,200 36,932 5,54,591 36,612

Profit before tax 1,28,636 2,832 1,23,881 6,114

Less: Provision for taxation(Net) 25,804 322 21,214 466

Profit after tax 1,02,832 2,510 1,02,667 5,648

Financial Performance

During the financial year under review, the total Income of the Company was Rs. 36,932 lakhs against Rs. 36,612 lakhs in the previous year on a standalone basis. The Company has earned a Profit after tax of Rs. 2,51 0 lakhs compared to Rs. 5,648 lakhs in the previous year on a standalone basis.

Dividend

Your Directors have not recommended any dividend on equity shares for the year under review.

Business Operations

During the year 201 4-1 5, the most significant achievement was the successful commissioning of all the six units of 660 MW each of the Sasan Ultra Mega Power Project (UMPP),

We are pleased to inform you that this Power plant stands out as the largest integrated power plant in the world with dedicated coal mines to cater to its fuel requirements. The completion of the project ahead of its schedule bears testimony to the determination and hard work put in by our employees.

The 2X300 MW Butibori plant in Maharashtra was also fully commissioned last year and the unit is supplying power under a long term PPA for 25 years. The Concentrated Solar Power (CSP) plant in Rajasthan with a capacity of 1 00 MW was also commissioned last year. We now have an operating capacity of 5945 MW as against 4525 MW in the previous year.

We would report that the Company's wholly owned Subsidiary Jharkhand Integrated Power Limited, which was developing the 3960 MW UMPP in the State of Jharkhand has issued a notice for terminating the Power Purchase Agreement (PPA) upon the Power Procurers on account of their failure to fulfill the conditions subsequent, as per the PPA entered into by the Company with them

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

Non-convertible Debentures

During the year under review, the Company has issued Unsecured Redeemable Non-convertible Debentures aggregating to Rs. 205 crores.

Deposits

The Company has not accepted any deposits from the public which comes within the purview of Section 73 of the Companies Act, 2013 (The Act) read with the Companies (Acceptance of Deposits) Rules 2014.

Particulars of Investments

Pursuant to the provisions of Section 186 of the Act, the details of Investments made are provided in the unabridged standalone financial statements under note nos. 3.11.1 and 3.11.2

Subsidiary and Associate Companies

The Company had as on March 31, 2015, 41 Subsidiaries under it. Reliance Geothermal Power Private Limited became a subsidiary of the Company during the year. The Company does not have any Associate Company

The performance and the financial position of the major subsidiary companies, which are under operation have been discussed in the Management Discussion and Analysis Report forming a part of this Annual Report. In addition, the financial results of each of the subsidiary companies have been consolidated with that of the parent company in the consolidated financial statement. The Company's policy for determining material subsidiaries may be accessed on the Company's website at the link http://www, reliancepower.co.in/1 1 06/Policy_for_Determining_Material_ Subsidiary.pdf

Consolidated Financial Statement

The audited consolidated financial statement for the financial year ended March 31, 2015, based on the financial statements received from the subsidiary companies, as approved by their respective Boards of Directors have been prepared in accordance with Accounting Standard 21 (AS-21) on "Consolidated Financial Statements" read with the Accounting Standards and Rules as applicable.

Directors

Dr. Yogendra Narain and Shri D. J. Kakalia, were appointed through postal ballot on September 27, 2014 as Independent Directors of the Company, respectively for a period of two years and three years from the date of their appointment. Smt. Rashna Khan was also appointed as an Independent woman Director through Postal Ballot on September 27, 2014 for a period of three years from the date of her appointment.

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of Independence as prescribed under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges,

The details of the programs drawn up for familiarisation of the Independent Directors, the nature of the industry in which the Company operates and related matters have been put up on the website of the Company at the link http:/ywww.reliancepower, co. in/201 5/Fa miliarisation_Policy.pdf

In accordance with the provisions of the Act, Shri Sateesh Seth Non-Executive Director retires by rotation and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting (AGM).

A brief resume of Shri Sateesh Seth along with the information regarding the nature of his expertise in specific functional areas and names of the companies in which he holds directorship and / or membership / chairmanships of Committees of the respective Boards, shareholding and relationship between Directors inter se as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges in India, is given in the section on Corporate Governance Report forming part of this Annual Report,

Key Managerial Personnel

During the year, Shri N. Venugopala Rao, Chief Financial Officer and Shri Ramaswami Kalidas, Company Secretary and Manager were designated by the Board as the Key Managerial Personnel of the Company pursuant to the requirements of the Act. Consequent upon Shri N. Venugopala Rao being elevated to a higher role within the organisation, Shri Ashutosh Agarwala was appointed as the Chief Financial Officer of the Company and designated as Key Managerial Personnel with effect from September 26, 2014

Evaluation of Directors, Board and Committees

The Company has devised a policy for performance evaluation of its individual directors, the Board and the Committees constituted by it, which includes criteria for performance evaluation

In line with the requirements of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, working of the Committees, and the directors individually. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of processes and information provided to the Board, etc

A separate meeting of the Independent Directors was also held during the year for evaluation of the performance of the non Independent Directors, the Board as a whole and that of the Chairman

The Nomination and Remuneration Committee has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation in meetings, understanding of their roles as Directors, etc.

Policy on appointment and Remuneration for Directors, Key Managerial Personnel and Senior Management employees

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Senior Management and their remuneration. The Committee has formulated the criteria for determining the qualifications, positive attributes and independence of a Director, which has been put up on the Company's website. Further, the Committee has also devised a policy relating to remuneration for Key Managerial Personnel and senior management employees, as the Company does not have any Whole-time Director/ Managing Director on its Board at present. All the directors, being non-executive, were paid only sitting fees for attending the meetings of the Board and its Committees, The policy on the above is attached as Annexure - A,

Directors' Responsibility Statement

Pursuant to the requirements under Section 1 34(5) of the Act with respect to Directors' Responsibility Statement, it is hereby confirmed that:

In the preparation of the annual financial statements for the financial year ended March 31, 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

i. The Directors had 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, 201 5 and of the profit of the Company for the year ended on that date;

i The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv The Directors had prepared the annual financial statements for the financial year ended March 31, 201 5 on a 'going concern' basis;

v. The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered into by the Company during the financial year under review with related parties were at an arm's length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee for approval. Omnibus approvals of the Audit Committee were obtained for the transactions which were of a repetitive nature. Transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee on a quarterly basis. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company's website at the link http://ww.reliancepower co.in/11 06/Policy_for_Related_Party_Transactions.pdf

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company

Material Changes and Commitments, if any, affecting the financial position of the Company

There were no material changes and commitments which materially affect the financial position of the Company between the financial year ended on March 31, 201 5 and the date of this report.

Meetings of the Board

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, six Meetings of the Board were held details of which are given in the Corporate Governance Report,

Audit Committee

The Audit Committee of the Board consists of Independent Directors namely Dr. Yogendra Narain, as the Chairman Shri D. J. Kakalia and Smt. Rashna Khan, and non-independent Directors, Shri Sateesh Seth and Dr. V. K. Chaturvedi, as members. During the year, all the recommendations made by the Audit Committee were accepted by the Board

Auditors and Auditors' Report

M/s. Price Waterhouse and M/s. Chaturvedi & Shah, Chartered Accountants, the Auditors of the Company hold office until the conclusion of the ensuing AGM and are eligible for re- appointment.

The Company has received letters from M/s. Price Waterhouse and M/s. Chaturvedi & Shah, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3) of the Act and that they are not disqualified from appointment as statutory auditors of the Company

The observations and comments given by the Auditors in their report read together with notes on financial statements are self explanatory and hence do not call for any further comments under Section 1 34 of the Act,

Cost Auditors

Pursuant to the provisions of the Act and Companies (Audit and Auditors) Rules, 2014, the Board of Directors have appointed M/s. V. J. Talati & Co., Cost Accountants, as the Cost Auditors for conducting cost audit of the cost records maintained by the Company in respect of the operations at its 45 MW Wind Farm Power project at Vashpet, Maharashtra for the financial year ending March 31, 2016, subject to the remuneration being ratified by the members at the ensuing AGM of the Company

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Ajay Kumar and Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company. There are no qualifications, reservations or adverse remarks in their Audit Report. The Audit Report of the Secretarial Auditor is attached herewith as Annexure - B

Extract of Annual Return

Extract of the Annual Return of the Company in form MGT-9 is attached herewith as Annexure - C,

Employees Stock Option Scheme

During the year under review, the Company has not granted any Options to the employees of the Company. Employees Stock Option Scheme (ESOS) has been approved and implemented by the Company and options were granted in earlier years to the employees in accordance with the earlier guidelines applicable to such ESOS.

The ESOS Compensation Committee of the Board monitors the Scheme and plans which are in line with the SEBI guidelines in this regard. The existing ESOS Scheme is in compliance with the Securities and Exchange Board of India (Share based employee benefits) Regulations, 2014 (SEBI Regulations).

The required disclosures in accordance with Rule 1 2(9) of the Companies (Share Capital and Debentures) Rules, 2014 as on March 31, 201 5 are as follows:

a. Options granted 85.00,000

b. Options vested

85,00,000. As per the Scheme, the vested options are exercisable any time during the duration of the Scheme,

c. Options exercised Nil

d. Total number of shares arising out of the exercise of the options_

Nil

e. Options lapsed Nil

f Exercise price Rs.162 per Equity Share.

g. Variations of terms of options

By a variation made during the year 201 4-1 5, to the ESOS plan (2010), the options granted have become exercisable for a maximum period of 9 years from the dates of the grant and no portion of the options granted shall lapse till the expiry of the above period,

h. Money realised by exercise of options

Nil

i. Total number of options in force

85,00,000

j. Employee wise details of options granted to:-

(i) Key Managerial Personnel

(ii)Any other employee who receives a grant of options in any one year of option amounting to five per cent or more of options granted during that year

(iii)Identified employees who were granted option, during any one year equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant

Nil

The Company has received a certificate from the Auditors of the Company that the ESOS Plan 2010 has been implemented in accordance with the SEBI Regulations and as per the resolution passed by the Members of the Company authorizing the issuance of the said options

Particulars of Employees and related disclosures

In terms of the provisions of Section 1 97 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in the said Rules are provided in Annexure to the Directors' Report. However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The said information is available for inspection 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 AGM and any member interested in obtaining the same may write to the Company Secretary. Upon such request the information shall be furnished

Disclosures relating to the remuneration and other details as required under Section 1 97(1 2) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure - D

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required to be disclosed in terms of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are given in the Annexure - E forming part of this Report,

Corporate Governance

The Company has adopted "Reliance Group-Corporate Governance Policies and Code of Conduct" which sets out the systems, process and policies conforming to the international standards. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges is presented in a separate section forming part of this Annual Report,

A Certificate from the auditors of the Company M/s. Price Waterhouse and M/s. Chaturvedi & Shah, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is enclosed to this Report,

Vigil Mechanism

In accordance with Section 1 77 of the Act and the Listing Agreement, the Company has formulated a Vigil Mechanism to address the genuine concerns, if any, of the directors and employees. The details of the same have been stated in the Report on Corporate Governance and the policy can also be accessed on the Company's website

Risk Management

Pursuant to the requirements of Clause 49 of the Listing Agreement, the Company, during the year under review, has re-constituted a Risk Management Committee consisting of majority of directors and senior managerial personnel. The details of the Committee and its terms of reference, etc. are set out in the Corporate Governance Report forming part of this Report,

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The risks are assessed for each project and mitigation measures are initiated both at the project as well as the corporate level

Compliance with provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the financial year no such complaints were received

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 1 35 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company. The CSR policy may be accessed on the Company's website at the link; http://www.reliancepower.co.in/2015/ CSR_Policy.pdf

The CSR Committee of the Board consists of Dr. Yogendra Narain as Chairman. Shri Sateesh Seth, Dr. V. K. Chaturvedi, Shri D. J Kakalia and Smt. Rashna Khan were its members

The disclosures with respect to CSR activities forming part of this report is given as Annexure - F,

Orders, if any, passed by regulators or courts or tribunals

No orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls across the organization. The same is subject to review periodically by the Internal Audit Cell for its effectiveness. The control measures adopted by the Company have been found to be effective and adequate to the Company's requirements

Business Responsibility Statement

SEBI has mandated top 100 listed entities, based on market capitalisation on BSE Limited and National Stock Exchange of India Limited on March 31, 2012, to include Business Responsibility Report ("BRR") as part of the Annual Report, In view of FAQs issued by SEBI, the BRR has been uploaded on the website of the Company www.reliancepower.co.in. Any shareholder interested in obtaining physical copy of the BRR may write to the Company Secretary at the Registered Office of the Company

Acknowledgements

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders debenture holders, debenture trustee, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Mumbai Anil Dhirubhai Ambani

May 26, 2015 Chairman


Mar 31, 2014

Dear Shareowners,

The Directors have pleasure in presenting the 20th Annual Report and the audited accounts for the financial year ended March 31, 2014

Financial Results

The performance of the Company (consolidated and standalone) for the fi nancial year ended March 31, 2014, is summarised below;

Particulars Financial Year ended Financial Year ended March 31, 2014 March 31, 2013

Rs.in lakhs Rs.In lakhs Rs.in lakhs Rs.In lakhs (Consolidated) (Standalone) (Consolidated)(Standalone)

Total Income 554,591 36,612 528,377 *65,810

Profit before tax 123,881 6,114 119,961 51,338

Less: Provision for taxation (Net) 21,214 466 18,815 (55)

Profit after tax 102,667 5,648 101,146 51,393

*Includes Exceptional Income of Rs. 40,725 lakhs.

Financial Performance

During the year under review, the total Income of the Company was Rs. 36,612 lakhs against Rs. 25,085 lakhs in the previous year on a standalone basis. The Company has earned a profit after tax of Rs. 5,648 lakhs compared to Rs. 51,393 lakhs in the previous year which was inclusive of an exceptional income of Rs. 40,725 lakhs on a standalone basis.

Dividend

Your Directors have not recommended any dividend on equity shares for the year under review.

Business Operations

The Company is in the business of setting up and operating power projects and in the development of coal mines through its subsidiaries. The Company has a large portfolio of power projects and is also developing coal mines in India and in Indonesia. Of the power projects which the Company is developing through its subsidiaries, 4,525 MW are already operational while the other power projects are under various stages of development. Four of the six units out of the 6X660 MW UMPP being developed by its subsidiary Sasan Power Limited have already commenced operations. The fifth unit has achieved Boiler Light-up and is likely to be commissioned shortly and the last unit is in advanced stages of commissioning.

The Sasan Unit is the largest integrated power plant in the World with its own captive coal mines to cater to the fuel requirements of the Plant.

Both the Units of the 2X300 MW Power Plant at Butibori being developed by its subsidiary Vidarbha Industries Power Limited, have commenced commercial operations and are supplying power under long term PPAs for 25 years.

The 100 MW solar CSP plant at Dhursar, Rajasthan shall also commence operations in the financial year 2014-15.

The period under review was signifi cant in that the Company could make substantial increases in its operating capacity by nearly 2,000 MW.

The portfolio of projects which the Company is developing is diversifi ed with regard to location, fuel and off-take. The projects are spread across various states in India and its coal mines are also located in Indonesia. A major portion of the power generating capacity would be based on coal as the primary fuel. The others include gas based power projects, hydro-electric power projects and power projects based on renewable energy resources such as solar and wind.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

MOU for acquisition of Hydro Assets

Reliance CleanGen Limited, a wholly owned subsidiary of the Company, has entered into a Memorandum of Understanding (MOU) with Jaiprakash Power Ventures Limited (JPVL), a subsidiary of Jaiprakash Associates Limited, for the 100 per cent acquisition of three hydroelectric power projects of JPVL, for an aggregate capacity of nearly 1,791 MW, which are fully in operation namely, Baspa Stage II (300 MW) and Karcham Wangtoo (1,091 MW), both in Kinnaur District, in the state of Himachal Pradesh and Vishnuprayag (400 MW), in Chamoli District, in the State of Uttarakhand.

Scheme of Amalgamation

Reliance Clean Power Private Limited, a 100 per cent Subsidiary which is operating the 45 MW wind power project at Vashpet in Maharashtra, merged into the Company effective from May 16, 2014 as per the Scheme of Amalgamation sanctioned by the Hon''ble High Court of Judicature at Bombay on May 9, 2014, with the appointed date being April 1, 2012.

Subsidiaries

As on March 31, 2014, the Company had 40 subsidiaries.

In accordance with the general circular issued by the Ministry of Corporate Affairs (MCA), Government of India (GOI), the Balance Sheet, Statement of profit and Loss and other documents of the subsidiary companies are not attached with the Balance Sheet of the Company. The Company shall make available the copies of annual accounts of the subsidiary companies and related detailed information to the shareholders of the Company seeking the same. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholder at the Registered Office of the Company and that of respective subsidiary companies.

Further, pursuant to the provisions of Accounting Standard AS- 21 and AS-27 prescribed under the Companies (Accounting Standards) Rules, 2006 and the Listing Agreement, the Consolidated Financial Statements presented herein by the Company include financial results of subsidiary companies, which forms part of this Annual Report..

Directors

In accordance with the provisions of the Companies Act, 2013, it is proposed to appoint Dr. Yogendra Narain, who has been an Independent Director of the Company as per the requirements of the Listing Agreement with the Stock Exchanges from the year 2007, as an Independent Director, not liable to retire by rotation for a term of two consecutive years effective from the date of passing of the resolution by the members through Postal Ballot, pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, for which separate notice has been sent to the Members of the Company.

Shri D. J. Kakalia was appointed as an Additional Independent Director on September 13, 2013, under Section 260 of the Companies Act, 1956. Pursuant to the provisions of Section 161 of the Companies Act, 2013, which corresponds to Section 260 in the Companies Act, 1956, Shri Kakalia holds Office only till the date of the ensuing Annual General Meeting of the members of the Company. It is proposed to appoint him as an Independent Director not liable to retire by rotation for a consecutive term of three years effective from the date of passing of resolution by the members through Postal Ballot, pursuant to Section 110, and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder.

The Company has received notices from a member in writing along with the requisite amount of deposit under Section 160 of the Act, proposing the appointment of above named persons as Directors of the Company.

Shri Sateesh Seth was appointed as an Additional Director of the Company by the Board of Directors pursuant to the provisions of Section 161 in the Companies Act, 2013 at their Meeting held on July 18, 2014. He is associated with the Company as a Non-executive, Non-independent Director on the Board. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Shri Seth holds Office only till the date of the ensuing Annual General Meeting of the members of the Company. The Company has received a notice from a member, proposing his appointment as a Director liable to retire by rotation in terms of Section 160 in the Act along with the requisite amount of deposit. It is proposed to appoint him as a Director liable to retire by rotation, effective from the date of passing of resolution by the members through Postal Ballot, pursuant to Section 110, and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder.

As per the provisions of Section 149(1) of the Companies Act, 2013 and the Rules made thereunder, the Company should have at least one woman director. In view of the above, the Board of Directors has proposed the appointment of

Ms. Rashna Khan as an Independent Director, not liable to retire by rotation, for a period of three years effective from the date of passing of the resolution by the members through Postal Ballot. The Company has received a notice in writing from a member along with the deposit of the requisite amount under Section 160 of the Companies Act, 2013, proposing the candidature of Ms. Rashna Khan for the Office of Director of the Company.

As per the Company''s Board Charter, an Independent Director shall hold Office for a maximum period of 9 years. Notwithstanding the above, an Independent Director will retire upon completing the age of 75 years.

In view of the above, Shri J. L. Bajaj, upon attaining the age of 75 years, has relinquished his Office as an Independent Director of the Company effective from August 13, 2014.

The Board of Directors place on record their sincere appreciation for the valuable contribution made by Shri Bajaj during his tenure of association as an Independent Director.

The proposed appointment of the Directors named above has been recommended by the Nomination and Remuneration Committee of the Board.

A brief resume of the Directors proposed to be appointed, the nature of their expertise in specifi c functional areas and names of the companies in which they hold directorships and / or memberships / chairmanships of Committees of the respective Boards, shareholding and relationship between Directors inter se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is given in the section on Corporate Governance forming part of this Annual Report.

Dr. Vijay Kumar Chaturvedi, retires by rotation and being eligible offers himself for re-appointment.

A brief resume of Dr. Chaturvedi along with the information regarding the nature of expertise in specifi c functional areas and names of the companies in which he holds directorships and / or memberships / chairmanships of Committees of the respective Boards, shareholding and relationship between Directors inter se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is given in the section on Corporate Governance forming part of this Annual Report.

Directors'' Responsibility Statement

Pursuant to the requirements 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 financial year ended March 31, 2014, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

ii. the Directors had 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, 2014 and of the profit of the Company for the year ended on that date;

iii. the Directors had taken proper and sufficient care 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 had prepared the annual accounts for financial year ended March 31, 2014, on a ''going concern'' basis.

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiaries, as approved by their respective Board of Directors, have been prepared in accordance with the Accounting Standard 21 (AS-21) on "Consolidated Financial Statements" and Accounting Standard 27 (AS-27) on "Financial Reporting of Interests in Joint Ventures", notifi ed under Section 211(3C) of the Companies Act, 1956 read with the Companies (Accounting Standards) Rules, 2006, as applicable.

Auditors and Auditors'' Report

M/s. Chaturvedi & Shah, Chartered Accountants and M/s. Price Waterhouse, Chartered Accountants, Auditors of the Company, hold offi ce until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received consent letters from M/s. Chaturvedi & Shah, Chartered Accountants and M/s. Price Waterhouse, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013, and that they are not disqualifi ed from such appointment in terms of Section 141 read with section 139 of the Companies Act, 2013 and Rules made there under.

It is proposed to appoint M/s. Chaturvedi & Shah, Chartered Accountants and M/s. Price Waterhouse, Chartered Accountants as Statutory Auditors till the conclusion of the next Annual General Meeting at a remuneration to be determined by the Board.

The observations and comments given by Auditors in their Report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

Cost Auditors

The 45 MW wind farm project at Vashpet in Maharashtra has become a part of Company''s business effective from May 16, 2014, pursuant to the Scheme of Amalgamation of Reliance Clean Power Private Limited into the Company as per sanction accorded by the Hon''ble High Court of Judicature at Bombay vide its order dated May 9, 2014, with the appointed date being April 1, 2012.

Considering the above, the Company has appointed M/s. V. J. Talati & Co., Cost Accountants, as the Cost Auditors of the Company for conducting the audit of the cost records of the Company for financial year 2014-15.

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, as amended, 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 excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

The Company has received a certificate from the Auditors of the Company that the ESOS Plan 2010 has been implemented in accordance with the SEBI Guidelines and as per the resolution passed by the Members of the Company authorizing the issuance of ESOS.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in the Annexure – A forming part of this Report.

Corporate Governance

The Company has adopted the "Reliance Group-Corporate Governance Policies and Code of Conduct" which has set out the systems, processes and policies conforming to international standards. The report on Corporate Governance as stipulated under Clause 49 of the listing agreement with the Stock Exchanges, forms part of this Annual Report.

A certificate from the Auditors of the Company M/s. Chaturvedi & Shah and M/s. Price Waterhouse, confi rming compliance with the conditions of Corporate Governance as stipulated under Clause 49, is enclosed elsewhere to this Report.

Business Responsibility Report

SEBI vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012, has mandated the top 100 listed entities, based on market capitalisation on BSE Limited and National Stock Exchange of India Limited at March 31, 2012, to include Business Responsibility Report ("BRR") as part of the Annual Report. In view of FAQ''s dated May 10, 2013 issued by SEBI the BRR has been uploaded on the website of the Company www.reliancepower. co.ininvestor informationinvestor desk business responsibility report. Any shareholder interested in obtaining physical copy of BRR may write to the Company Secretary at the registered office of the Company.

Acknowledgements

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, fi nancial institutions, government authorities, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, Officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Mumbai, Anil Dhirubhai Ambani

August 18, 2014 Chairman


Mar 31, 2013

Dear Shareowners,

The Directors present the 19th Annual Report and the audited accounts for the financial year ended March 31, 2013.

Financial Results

The standalone and consolidated performance of the Company for the financial year ended March 31, 2013 is summarised below;

(Rs. in lakh)

Particulars Financial Year ended Financial Year ended March 31, 2013 March 31, 2012* (Consoli dated) (Standalone) (Consolidated) (Standalone)

Total Income 528,377 65,810* 276,678 53,185

Profit before tax 119,961 51,338 95,239 31,094

Less: Provision for taxation 18,815 (55) 8,561 8

Profit after tax 101,146 51,393 86,678 31,086

Add: Surplus in the statement of profit and loss from previous year 179,102 35,221 127,424 39,135

Less: Transfer to General Reserve 35,000 35,000 35,000 35,000

Balance at the end of the year 245,248 51,614 179,102 35,221

* Figures of previous year have been regrouped and reclassified, wherever required.

* Includes exceptional item

Financial Performance

During the year under review, the total Income of the Company was Rs. 65,810 lacs against Rs. 53,185 lakh in the previous year on a standalone basis. The Company has earned a Profit after tax of Rs. 51,393 lacs compared to Rs. 31,086 lacs in the previous year on a stand alone basis.

Dividend

Your Directors have not recommended any dividend on equity shares for the year under review,

Business Operations

The Company is in the business of setting up and operating power projects and in the development of coal mines either directly or through its Subsidiaries. The Company has a large portfolio of power projects and is also developing coal mines in India and Indonesia. Of the power projects which the Company is developing through its Subsidiaries, 2,200 MW are already operational while the other power projects are under various stages of development. The first 660 Mw unit of the 6X660 MW Ultra Mega Power Project (UMPP) being developed by its Subsidiary, Sasan Power Limited was commissioned towards the close of the financial year. The Sasan Project is the largest integrated power project in the world with its own captive coal mines to cater to the fuel requirements of the Plant. The first Unit (300MW) of the Power Plant at Butibori being developed by its Subsidiary, Vidarbha Industries Power Limited commenced commercial operations in April 2013.

The second unit of the Butibori Power Project (Capacity 300 MW) and the Wind Power Project at Vashpet, Maharashtra (Capacity 45 MW) are also expected to be commissioned during the current financial year which will make the operational capacity 2545 MW.

The year gone by was significant in that the Company could make significant additions to its capacity.

The portfolio of projects which the Company is developing is diversified with regard to location, fuel and off-take. The projects are spread across various states in India and its coal mines are also located in Indonesia. A major portion of the power generating capacity would be based on coal as the primary fuel. The others include gas based power projects, hydro-electric power projects and power projects based on renewable energy resources such as solar and wind.

Scheme of Amalgamation

Reliance Clean Energy Private Limited, a wholly owned subsidiary of the Company amalgamated into the Company with effect from April 20, 2013, in terms of the Scheme of Amalgamation sanctioned by the Hon''ble High Court of Judicature at Bombay vide order dated April 5, 2013. The appointed date was January 1, 2013.

Pursuant to Schemes of Amalgamation approved by the Jurisdictional High Court, Reliance Fuel Resources Limited and Maharashtra Energy Generation Infrastructure Limited which were earlier wholly owned Subsidiaries of the Company have been merged into Vidarbha Industries Power Limited (VIPL) and Dahanu Solar Power Private Limited (DSPPL) effective from April 18, 2013 and May 10, 2013, respectively with appointed date being January 1, 2013. Both VIPL and DSPPL continue to remain subsidiaries of the Company,

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

Subsidiaries

During the year, Reliance Green Power Private Limited, has become a step-down wholly owned subsidiary of the Company,

During the year, Reliance Clean Energy Private Limited (since merged into the Company effective from April 20, 201 3), has ceased to be subsidiary of the Company and Reliance Fuel Resources Limited and Maharashtra Energy Generation Infrastructure Limited, (since merged) have ceased to be direct subsidiaries of the Company.

In accordance with the general circular issued by the Ministry of Corporate Affairs (MCA), Government of India (GOI), the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not attached with the Balance Sheet of the Company. The Company shall make available the copies of annual accounts of the subsidiary companies and related detailed information to the shareholders of the Company seeking the same. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholder at the Registered Office of the Company and that of the respective subsidiary companies.

Further, pursuant to the provisions of Accounting Standard AS- 21 prescribed under the Companies (Accounting Standards) Rules, 2006 and the Listing Agreement as prescribed by the Securities and Exchange Board of India, the Consolidated Financial Statements presented by the Company form part of this Annual Report.

Directors

In terms of the provisions of the Companies Act, 1956, Shri J. L. Bajaj, Independent Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting (AGM).

A brief resume of the Director retiring by rotation at the ensuing AGM, nature of expertise in specific functional areas and names of the Companies in which he holds directorship and/ or membership/ chairmanships of Committees of the respective Boards, shareholding and relationship between Directors inter se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is given in the section on Corporate Governance Report forming part of this Annual Report.

Directors'' Responsibility Statement

Pursuant to the requirements 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, 2013, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii. the Directors had 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, 2013 and of the Profit of the Company for that period;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Directors had prepared the annual accounts for the financial year ended March 31, 2013 on a ''going concern'' basis.

Auditors and Auditors'' Report

M/s. Chaturvedi & Shah, Chartered Accountants and M/s. Price Waterhouse, Chartered Accountants, 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 M/s. Chaturvedi & Shah, and M/s. Price Waterhouse, to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956, and that they are not disqualified from such appointment in terms of Section 226 of the Companies Act, 1 956.

The observations and comments given by Auditors in their Report read together with the notes to Accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statements received from Subsidiaries, as approved by their respective Boards of Directors, have been prepared in accordance with Accounting Standard 21 (AS-21) on "Consolidated Financial Statements" and Accounting Standard 27 (AS-27) on "Financial Reporting of Interests in Joint Ventures", notified under Section 211 (3C) of the Companies Act, 1956 read with the Companies (Accounting Standards) Rules, 2006, as applicable.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1 956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, 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, 1 956, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Employees Stock Option Scheme

As reported in earlier years, the ESOS Compensation Committee had approved to grant up to 200,00,000 Options exercisable into equal number of fully paid up Equity shares of the Company to eligible Employees of the Company and its subsidiaries in accordance with the Scheme. During the year under review, the Company has not granted any Options to the employees of the Company,

The Company has received a certificate from the Auditors of the Company that the ESOS Plan 2010 has been implemented in accordance with the SEBI Guidelines and as per the resolution passed by the Members of the Company authorizing the issuance of ESOS.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1 956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure - A forming part of this Report.

Corporate Governance

The Company has adopted the "Reliance Group-Corporate Governance Policies and Code of Conduct" which has set out the systems, processes and policies conforming to international standards. The report on Corporate Governance as stipulated under Clause 49 of the listing agreement with the Stock Exchanges, forms part of this Annual Report.

A Certificate from the Auditors of the Company M/s. Chaturvedi & Shah and M/s. Price Waterhouse, conforming compliance with the conditions of Corporate Governance as stipulated under Clause 49, is attached to this Report.

Business Responsibility Reporting

SEBI vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012, has mandated the top 1 00 listed entities, based on market capitalisation on Bombay Stock Exchange and National Stock Exchange as at March 31, 2012, to include Business Responsibility Report ("BRR") as part of the Annual Report. In view of FAQ''s dated May 10, 2013 issued by SEBI, the BRR has been uploaded on the website of the Company www.reliancepower.co.ininvestor informationshareholders. Any shareholder interested in obtaining physical copy of BRR may write to the Company Secretary at the registered office of the Company.

Acknowledgements

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, financial institutions, government authorities, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff of the Company, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Mumbai Anil Dhirubhai Ambani

May 13, 2013 Chairman


Mar 31, 2012

The Directors present the 18th Annual Report and the audited accounts for the financial year ended March 31, 2012.

Financial Results

The standalone performance of the Company for the financial year ended March 31, 2012 is summarised below;

Particulars Financial Year ended Financial Year ended March 31, 2012 March 31, 2011 Rs.in US $ Rs.in US $ lakh in lakh** lakh in lakh**

Total Income 53,185 1,040 47,153 1,056

Profit before tax 31,094 608 25,364 568

Less: Provision for taxation 8 - (2,091) (47)

Profit after tax 31,086 607 27,455 615

Balance of Profit brought forward from previous period 39,135 765 61,680 1,381

Transfer to General Reserve 35,000 684 50,000 1,120

Balance carried to Balance Sheet 35,221 688 39,135 876

* Figures of previous year have been regrouped and reclassified, wherever required.

** Rs. 51.16 = US $ 1 Exchange rate as on March 31, 2012 (Rs. 44.65 = US $ 1 as on March 31, 2011)

Financial Performance

During the year under review, the total Income of the Company was Rs. 53,185 lakh against Rs. 47,153 lakh in the previous year on a standalone basis. The Company has earned a Profit after tax of Rs. 31,086 lakh compared to Rs. 27,455 lakh in the previous year on a stand alone basis.

Dividend

Your Directors have not recommended any dividend on equity shares for the year under review.

Business Operations

The Company is in the business of setting up and operating power projects and in the development of coal mines. The Company has a large portfolio of power projects and is also developing coal mines in India and Indonesia. Of the power projects which the Company is developing through its Subsidiaries, 1,540 MW are already operational while the other power projects are under various stages of development.

The portfolio of projects which the Company is developing is diversified with regard to location, fuel and off-take. The projects are spread across various states in India and its coal mines are also located in Indonesia. A major portion of the power generating capacity would be based on coal as the primary fuel. The others include gas based power projects, hydro-electric power projects and power projects based on renewable energy resources such as solar and wind.

Redemption of FCCBs

The liabilities in respect of the 4.928 per cent Foreign Currency Convertible Bonds (FCCBs) amounting to US $ 299.9 million (Rs. 1,474.93 crore) which had devolved on RPower consequent on the approval of the Composite Scheme of Arrangement involving, inter alia, Reliance Natural Resources Limited and Reliance Power Limited and others, has been redeemed in full on their due date of maturity during the year 2011-12.

The Company has no outstanding FCCBs as on March 31, 2012.

Scheme of Arrangement

Sasan Power Infrastructure Limited, a wholly owned subsidiary of the Company amalgamated into the Company with effect from February 23, 2012, in terms of the Scheme of Amalgamation sanctioned by the Hon'ble High Court of Judicature at Bombay vide order dated December 23, 201 1. The appointed date was September 1, 2011.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

Subsidiary Companies

During the year, Shangling Hydro Power Private Limited, Sumte Kothang Hydro Power Private Limited, Teling Hydro Power Private Limited, Lara Sumta Hydro Power Private Limited, Purthi Hydro Power Private Limited and Reliance Clean Energy Private Limited, have become wholly owned subsidiaries of the Company.

During the year, Reliance Biomass Power Private Limited, Reliance Tidal Power Private Limited, Reliance Geothermal Power Private Limited, Reliance Green Power Private Limited, Reliance Renewable Power Private Limited, Solar Generation Company (Rajasthan) Private Limited and Sasan Power Infrastructure Limited (since merged), have ceased to be subsidiaries of the Company.

In accordance with the general circular issued by the Ministry of Corporate Affairs (MCA), Government of India (GOI), Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not attached with the Balance Sheet of the Company. The Company shall make available the copies of annual accounts of the subsidiary companies and related detailed information to the shareholders of the Company seeking the same. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholder at the Registered Office of the Company and that of respective subsidiary companies.

Further, pursuant to the provisions of Accounting Standard AS- 21 and AS-27 prescribed under the Companies (Accounting Standards) Rules, 2006 and Listing Agreement as prescribed by the Securities and Exchange Board of India, the Consolidated Financial Statements presented by the Company form part of this Annual Report.

Directors

In terms of the provisions of the Companies Act, 1956, Dr. Yogendra Narain, Independent Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

A brief resume of the Director retiring by rotation at the ensuing AGM, nature of expertise in specific functional areas and names of the companies in which he holds directorship and/ or membership/ chairmanships of Committees of the respective Boards, shareholding and relationship between Directors inter se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is given in the section on Corporate Governance Report forming part of this Annual Report.

Shri S. L. Rao was appointed as an Independent Director of the Company on September 30, 2007 as a representative of Reliance Infrastructure Limited (RInfra) which is a Promoter Company with a significant equity holding in the Company.

Shri Rao had completed on April 20, 2012, three consecutive terms of office of three years each as an Independent Director in RInfra. In line with the Group's Corporate Governance Policy and in accordance with the recommendatory provisions of clause 49 in the Listing Agreement relating to corporate governance, Shri Rao has relinquished office as a Director in RInfra effective from April 20, 2012.

In consequence of the above, Shri Rao has also relinquished his office as a Director in the Company effective from April 20, 2012.

The Board of Directors have placed on record their sincere appreciation for the valuable contribution made by Shri Rao during his tenure of association with the Company.

Directors' Responsibility Statement

Pursuant to the requirements 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 financial year ended March 31, 2012, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii. the Directors had 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, 2012 and of the Profit of the Company for that period;

iii. the Directors had taken proper and sufficient care 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 had prepared the annual accounts for financial year ended March 31, 2012 on a 'going concern' basis.

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiaries, as approved by their respective Board of Directors, have been prepared in accordance with the Accounting Standard 21 (AS-21) on "Consolidated Financial Statements" and Accounting Standard 27 (AS-27) on "Financial Reporting of Interests in Joint Ventures", notified under Section 211 (3C) of the Companies Act, 1956 read with the Companies (Accounting Standards) Rules, 2006, as applicable.

Auditors and Auditors' Report

M/s. Chaturvedi & Shah, Chartered Accountants and M/s. Price Waterhouse, Chartered Accountants, 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 M/s. Chaturvedi & Shah, Chartered Accountants and M/s. Price Waterhouse, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956, and that they are not disqualified from such appointment in terms of Section 226 of the Companies Act, 1956.

The observations and comments given by Auditors in their Report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 217 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, as amended, 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 excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Employees Stock Option Scheme

As reported last year, the ESOS Compensation Committee had approved to grant up to 200,00,000 Options exercisable into equal number of fully paid up Equity shares of the Company to eligible Employees of the Company and its subsidiaries in accordance with the Scheme. During the year under review, the Company has not granted any Options to the employees of the Company.

The particulars as required under clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are as follows :

Sr. Particulars ESOS Plan 2010

a. Total options granted 85,00,000

b. Pricing formula decided by ESOS Compensation Committee The exercise price is as per the Plan under the ESOS Scheme

c. Options vested 85,00,000

d. Options exercised Nil

e. Total number of equity shares arising as a result of exercise of Options Nil

f. Options lapsed during the year Nil

g. Variation of terms of Options Nil

h. Money realized by exercise of options during the year Nil

i. Total number of Options in force at the end of the year 85,00,000

j. Employee wise details of Options granted to :

i. Senior Managerial personnel (i.e. Managing Director / Whole-time Nil Director/Manager)

ii. Employee who receives grant in any one year of option amounting Nil to 5 % or more of option granted during the year

iii. Identified Employees who were granted options, during any one Nil year equal to or exceeding 1 % of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

k. Diluted Earning Per Share (EPS) pursuant to issue of shares on exercise N.A. of Options calculated in accordance with Accounting Standard (AS) 20 There would not be any fresh issue of equity shares of the Company upon exercise of Options by employees

l. The difference between employee compensation cost using intrinsic value method and fair value of the Options and impact of this difference on

Profit Rs. 434 lakhs

EPS of the Company (Rs. 0.02)

m. Weighted average exercise prices of Options granted during the year - where exercise price is less than market price

n. Significant assumptions made in computation of fair value

i. risk free interest rate 7.74%

ii. weighted average period of option 7.25 Years

iii. expected volatility 41.88%

iv. expected dividends (yield), and -

v. the price of the underlying share in the market at the time of grant Rs. 140.20

The Company has received a certificate from the Auditors of the Company that the ESOS Plan 2010 has been implemented in accordance with the Guidelines and as per the resolution passed by the Members of the Company authorizing the issuance of ESOS.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in the Annexure - A forming part of this Report.

Corporate Governance

The Company has adopted the "Reliance Group-Corporate Governance Policies and Code of Conduct" which has set out the systems, processes and policies conforming to international standards. The report on Corporate Governance as stipulated under Clause 49 of the listing agreement with the Stock Exchanges, forms part of this Annual Report.

A Certificate from the Auditors of the Company M/s. Chaturvedi & Shah and M/s. Price Waterhouse, conforming compliance with the conditions of Corporate Governance as stipulated under Clause 49, is attached to this Report.

Acknowledgements

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, financial institutions, government authorities, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff of the Company, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Mumbai Anil Dhirubhai Ambani

July 3, 2012 Chairman


Mar 31, 2011

Dear Shareowners

The Directors present the 17th Annual Report and the audited accounts for the financial year ended March 31, 2011

Financial Results

The standalone performance of the Company for the financial year ended March 31, 2011 is summarised below;

Particulars Financial Year ended Financial Year ended March 31, 2011 March 31, 2010*

Rs. in million US $ in Rs. in million US $ in million** million**

Total Income 4715.29 105.60 3880.73 85.97

Profit before tax 2536.67 56.81 2,889.38 64.01

Less: Provision for taxation (208.79) (4.68) 157.05 3.48

Profit after tax 2745.46 61.49 2,732.33 60.53

Balance of Profit brought forward from previous period 6168.22 138.14 3,435.89 76.12

Transfer to General Reserve 5,000.00 111.98 - -

Balance carried to Balance Sheet 3913.68 87.65 6,168.22 136.65

* Figures of previous year have been regrouped and reclassified, wherever required

** Rs. 44.65 = US $ 1 Exchange rate as on March 31, 2011 (Rs. 45.1 4 = US $ 1 as on March 31,201 0)

Financial Performance

During the year under review, your Company has earned an operational income of Rs. 36.38 crore against Rs. 8.55 crore in the previous financial year. Total Income of the Company was Rs. 471.53 crore against Rs. 388.07 crore in the previous year on a standalone basis. The Company has earned Profit after tax of Rs. 274.54 crore compared to Rs. 273.23 crore in the previous year on a stand alone basis. Business Operations

The Company is in the business of setting up and operating power projects and in the development of coal mines associated with such projects. The Company has identified a large portfolio of power projects of more than 35,000 MW and is also developing coal mines with a potential to produce over 95 million tonnes of coal per annum (MTPA). Of the power projects which the Company is developing 600 MW are already operational while the balance capacities are under various stages of development. The portfolio of projects which the Company is developing is dive ified with regard to location, fuel and off-take. The projects are spread across various states in India and its coal mines are also located in Indonesia. A major portion of the power generating capacity would be based on coal as the primary fuel. The others include gas based power projects, hydro-electric power projects and power projects based on renewable energy resources such as solar and wind.

Dividend

Your Directors have not recommended any dividend on equity shares for the year under review.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report. The Company has 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

During the year under review, Reliance CleanGen Limited (Formerly Reliance Patalganga Power Limited), Bharuch Power Limited, Rajasthan Sun Technique Energy Private Limited (Formerly Ballerina Advisory Services Private Limited), Atos Trading Private Limited, Atos Mercantile Private Limited, Reliance Prima Limited, Reliance Futura Limited (since merged) Reliance Power Netherlands BV, Samalkot Power Limited, PT Heramba Coal Resources, Indonesia, PT Avaneesh Coal Resources, Indonesia, Solar Generation Company (Rajasthan) Private Limited

Dahanu Solar Power Private Limited, Sasan Power Infrastructure Limited, Sasan Power Infraventures Private Limited (since merged), Reliance Fuel Resources Limited, Reliance Natural Resources (Singapore) Pte Limited, Reliance Natural Resources Limited, Reliance Renewable Power Private Limited, Reliance Biomass Power Private Limited, Reliance Solar Resources Power Private Limited, Reliance Clean Power Private Limited, Reliance Tidal Power Private Limited, Reliance Geothermal Power Private Limited, Reliance Wind Power Private Limited, Reliance Green Power Private Limited, PT Sumukha Coal Services, Indonesia, PT Brayan Bintang Tiga Energi, Indonesia, PT Sriwijaya Bintang Tiga Energi, Indonesia, became the subsidiaries of the Company. In terms of the approval granted by the Central Government under Section 21 2 (8) of the Companies Act, 1 956, copies of the Balance Sheet, Profit and Loss Account, Cash flow Statement, Report of the Board of Directors and Auditors of the subsidiary companies are not being attached to the Balance Sheet of the Company. The financial information of the subsidiary companies as required is disclosed under 'Financial Information of Subsidiary Companies', which forms part of the Annual Report. The Company will make available hard copy of Annual Accounts of the subsidiary companies and the related detailed information to the shareholders of the Company seeking the same. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholders at the Registered Office the Company and that of the respective subsidiary companies. Further, pursuant to the provisions of Accounting Standard AS-21 and AS-27 prescribed under the Companies (Accounting Standards) Rules, 2006 and Listing Agreement as prescribed by the Securities and Exchange Board of India, the Consolidated Financial Statements presented by the Company form part of the Annual Report.

Scheme of Arrangement

A. Composite Scheme of Arrangement between Reliance Natural Resources Limited and Reliance Power Limited and others

i. In terms of the Composite Scheme of Arrangement between Reliance Natural Resources Limited ('RNRL') and Reliance Power Limited ('RPower') and Atos Trading Private Limited ('ATPL') and Atos Mercantile Private Limited ('AMPL') and Coastal Andhra Power Infrastructure Limited ('CAPIL') and Reliance Prima Limited ('RPL') and Reliance Futura Limited ('RFL') and their respective Shareholders and Creditors ("Scheme" or "the Scheme"), as sanctioned by the Hon'ble High Court of Judicature at Bombay vide Order dated October 15, 2010, the business undertakings of RNRL consisting of four Exploration Blocks situated at Barmer in Rajasthan, Kothagudem in Andhra Pradesh, Sohagpur in Madhya Pradesh and in Mizoram were demerged and vested into your Company. The appointed date of the Scheme was October 15, 2010.

As per the above Scheme, Reliance Futura Limited was amalgamated into the Company

Pursuant to the above Scheme, the Company has issued and allotted a total of 40,82,82,606 equity shares in the ratio of 1 (One) equity share of Rs. 1 0 each fully paid up of the Company for every 4 (Four) equity shares of Rs. 5 each fully paid up, held by the shareholders in RNRL. All the outstanding equity shares, including those underlying the GDRs, issued earlier by RNRL, the liabilities in respect of which have devolved upon your Company have been listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited effective from November 15, 2010.

ii. Global Depository Receipts (GDRs)

Pursuant to the Composite Scheme of Arrangement between Reliance Natural Resources Limited (RNRL) and Reliance Power Limited (RPower) and Others ('the Scheme'), the liabilities in respect of the Global Depository Receipts (GDRs) issued by RNRL have vested into RPower with effect from October 1 5, 201 0, Pursuant to the Scheme and as described in the notice to the holders of Global Depository Receipts of RNRL, eligible RNRL GDR Holders as of November 11, 2010 (the "Record Date") were entitled to elect through the procedures established by the relevant clearing system number and subject to the provision of the representations, warranties and certifications contained in the certification and instruction form delivered pursuant to the Deposit Agreement to receive either:

- one GDR for every two RNRL GDRs surrendered to the Depository for exchange; or

- one Equity Share of Rs. 1 0 each for every two RNRL GDRs surrendered to the Depository for exchange

As of the Record Date, RNRL had outstanding 1,21 7,270 GDRs representing 24,34,540 equity shares of RNRL, On February 15, 2011, the Depository issued 1,30,288 GDRs pursuant to elections made by RNRL GDR Holders as set out above. The subject GDRs have been listed on Luxembourg Stock Exchange effective from May 1 7, 2011

iii. Foreign Currency Convertible Bonds (FCCBs)

Pursuant to the Composite Scheme of Arrangement between Reliance Natural Resources Limited (RNRL) and Reliance Power Limited (RPower) and Others ('the Scheme'), the liabilities in respect of 4.928% Foreign Currency Convertible Bonds (FCCBs) of US $ 1 00,000 each aggregating to US $ 300 million (Rs. 1,350 crore) raised by RNRL have devolved upon RPower effective from October 15, 2010. The FCCBs have a maturity period of 5 years and 1 day and are not listed. The FCCBs are convertible any time after November 27, 2006 up to October 1 0, 2011 The FCCBs, if fully converted into equity shares of RNRL, would have resulted into 52,63,26,923 equity shares of Rs. 5 each of RNRL. As per exchange ratio in the sanctioned Scheme, 1 3,1 5,81,731 equity shares of RPower are to be issued upon full conversion against 52,63,26,923 equity shares of Rs. 5 each of RNRL.

Out of the above, holder of 1 (one) FCCB of US $ 1 00,000 has exercised its option to convert the same into Equity Shares. In consequence of the above, 43,860 equity shares were allotted by RPower and the same have been listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited effective from April 20 2011.

B. Scheme of Amalgamation of Sasan Power Infraventures Private Limited into Reliance Power Limited

Sasan Power Infraventures Private Limited, a wholly owned subsidiary of the Company amalgamated into the Company with effect from May 25, 2011, in terms of the Scheme of Amalgamation sanctioned by the Hon'ble High Court of Judicature at Bombay vide Order dated April 29, 2011. The appointed date was January 1, 2011.

Fixed Deposits

The Company has neither accepted nor renewed any fixed deposits during the year.

Employee Stock Option Scheme

As reported last year, the ESOS Compensation Committee had approved to grant up to 200,00,000 Options exercisable into equal number of fully paid up Equity shares of the Company to eligible Employees of the Company and its subsidiaries in accordance with the Scheme.

The particulars as required under clause 1 2 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1 999, are as follows :

Sr. Particulars ESOS Plan 2010

a. Total options granted 85,00,000

b. Pricing formula decided by ESOS Compensation Committee The exercise price is as per the Plan under the ESOS Scheme

c. Options vested -

d. Options exercised -

e. Total number of equity shares arising as a result of exercise of Options -

f. Options lapsed during the year -

g. Variation of terms of Options -

h. Money realized by exercise of options during the year -

i. Total number of Options in force at the end of the year 85,00,000

j. Employee wise details of Options granted to : -

i. Senior Managerial personnel (i.e. Managing - Director / Whole-time Director/Manager)

ii. Employee who receives grant in any one year - of option amounting to 5 % or more of option granted during the year

iii. Identified Employees who were granted - options, during any one year equal to or exceeding 1 % of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

k. Diluted Earning Per Share (EPS) pursuant to issue of shares on exercise of N.A. Options calculated in accordance with Accounting Standard (AS) 20 There wou[d not be any fresh issue of equity shares of the Company upon exercise of Options by employees

I. The difference between employee compensation cost using intrinsic value method and fair value of the Options and impact of this difference on Profit Rs. 385,1 25,91 8

EPS of the Company (Rs. 0.15)

m. Weighted average exercise prices of Options - granted during the year where exercise price is less than market price

n. Significant assumptions made in computation of fair value

i. risk free interest rate 7.74%

ii. weighted average period of option 7.25 Years

iii. expected volatility 41.88%

iv expected dividends (yield), and -

v. the price of the underlying share in the market at the time of grant Rs. 1 40.20

The Company has received a certificate from the Auditors of the Company that the ESOS Plan 201 0 has been implemented in accordance with the Guidelines and as per the resolution passed by the members of the Company authorizing issuance of ESOS

Directors

In terms of the provisions of the Companies Act, 1 956, Shri S L Rao and Dr V K Chaturvedi, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

A brief resume of the Directors retiring by rotation at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and names of companies in which they hold directorship and/or membership/chairmanships of Committees of the Board, as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India, is given in the section on Corporate Governance forming part of this Annual Report.

Shri K H Mankad, Whole-time Director relinquished his position effective from March 14, 2011 due to health reasons.

The Board would place on record its sincere appreciation of the contribution made by Shri Mankad during the tenure of his association with the Company.

Directors' Responsibility Statement

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1 956 with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts for financial year ended March 31, 2011, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii. the Directors had 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, 2011 and of the profit of the Company for the year under review;

iii. the Directors had taken proper and sufficient care 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 had prepared the annual accounts for financial year ended March 31, 2011 on a 'going concern' basis

Group

Pursuant to an intimation received 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 disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiaries, as approved by their respective board of directors, have been prepared in accordance with the Accounting Standard 21 (AS-21) on "Consolidated Financial Statements" and Accounting Standard 27 (AS-27) on "Financial Reporting of Interests in Joint Ventures", notified under Section 211 (3C) of the Companies Act, 1956 read with the Companies (Accounting Standards) Rules, 2006 as applicable.

Auditors and Auditors' Report

M/s. Chaturvedi & Shah, Chartered Accountants and M/s. Price Waterhouse, Chartered Accountants, 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 M/s. Chaturvedi & Shah Chartered Accountants and M/s. Price Waterhouse, Chartered Accountants, to the effect that their appointment, if made would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1 956, and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1 956.

The observations and comments given by Auditors in their Report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 21 7 of the Companies Act, 1956

Particulars of Employees

In terms of the provisions of Section 21 7(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 excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required to be disclosed pursuant to Section 21 7(1 )(e) of the Companies Act, 1 956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1 988, are given in the Annexure - A forming part of this Report.

Corporate Governance

The Company has adopted the "Reliance Group-Corporate Governance Policies and Code of Conduct" which has set out the systems, processes and policies conforming to international standards. The report on Corporate Governance as stipulated under Clause 49 of the listing agreement with the Stock Exchanges, forms part of the Annual Report,

A Certificate from the Auditors of the Company M/s. Chaturved & Shah, Chartered Accountants and M/s. Price Waterhouse Chartered Accountants, conforming compliance with conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

Acknowledgements

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, financial institutions, government authorities, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff of the Company, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Mumbai Anil Dhirubhai Ambani

May 27, 2011 Chairman



 
Subscribe now to get personal finance updates in your inbox!