Power
Annual Report
2015-16
Padma Vibhushan
Shri Dhirubhai H. Ambani
(28th December, 1932 - 6th July, 2002)
Reliance Group - Founder and Visionary
Profile
Reliance Power Limited (RPower) is a constituent of the Reliance Group, one of
the leading business houses in India.
RPower has developed and constructed a large portfolio of power generation
projects and a coal mine in India.
RPower presently has 5,945 MW of operational capacity.
Our projects are diverse in geographic locations, fuel source and offtake.
RPower strongly believes in clean green power and our projects are / will be
using technologies with minimum environment impact.
Mission: Excellence in Power Generation
l To attain global best practices and become a leading power generating
Company.
l To achieve excellence in project execution, quality, reliability, safety and
operational efficiency.
l To relentlessly pursue new opportunities, capitalizing on synergies in the
power generation sector.
l To consistently enhance our competitiveness and deliver profitable growth.
l To practice highest standards of corporate governance and be a financially
sound Company.
l To be a responsible corporate citizen nurturing human values and concern for
society.
l To improve the lives of local community in all our projects.
l To be a partner in nation building and contribute towards India’s economic
growth.
l To promote a work culture that fosters learning, individual growth, team spirit
and creativity to overcome challenges and attain goals.
l To encourage ideas, talent and value systems and become the employer of
choice.
l To earn the trust and confidence of all stakeholders, exceeding their
expectations.
l To uphold the guiding principles of trust, integrity and transparency in all
aspects of interactions and dealings.
This Report is printed on environment friendly paper.
4
Reliance Power Limited
22
nd
Annual General Meeting on Tuesday, September 27, 2016 at 4.00 P.M. or soon after the conclusion
of the Annual General Meeting of Reliance Infrastructure Limited convened on the same day,
whichever is later, at Birla Matushri Sabhagar, 19, New Marine Lines, Mumbai 400 020
The Annual Report can be accessed at www.reliancepower.co.in
Board of Directors
Shri Anil Dhirubhai Ambani - Chairman
Shri Sateesh Seth
Dr. Yogendra Narain
Dr. V. K. Chaturvedi
Shri D. J. Kakalia
Smt. Rashna Khan
Company Secretary
Shri Ramaswami Kalidas
Auditors
M/s. Chaturvedi & Shah
M/s. Price Waterhouse
Registered Office
H Block, 1
st
Floor
Dhirubhai Ambani Knowledge City
Navi Mumbai 400 710
CIN: L40101MH1995PLC084687
Tel : +91 22 3303 1000, Fax: +91 22 3303 3662
E-mail: reliancepower.invest[email protected]om
Website: www.reliancepower.co.in
Registrar and Transfer Agent
Karvy Computershare Private Limited
Unit: Reliance Power Limited
Karvy Selenium, Tower – B, Plot No. 31 & 32
Survey No. 116/22, 115/24, 115/25
Financial District, Nanakramguda
Hyderabad 500 032
Website : www.karvy.com
Investor Helpdesk
Toll free no. (India) : 1800 4250 999
Tel. no. : +91 40 6716 1500
Fax no. : +91 40 6716 1791
E-mail : rpower@karvy.com
Contents Page No.
Letter to Shareowners ...................................................................5
Notice of Annual General Meeting ..............................................6
Directors’ Report ......................................................................... 11
Management Discussion and Analysis ...................................... 30
Corporate Governance Report ................................................... 36
Auditors’ Certificate on Corporate Governance ......................... 47
Investor Information ................................................................... 48
Independent Auditors’ Report on the
Financial Statement .................................................................... 56
Balance Sheet ............................................................................. 60
Statement of Profit and Loss..................................................... 61
Cash Flow Statement ................................................................. 62
Notes to the Financial Statement ............................................. 63
Independent Auditors’ Report on the
Consolidated Financial Statement ............................................. 98
Consolidated Balance Sheet ....................................................102
Consolidated Statement of Profit and Loss ............................ 103
Consolidated Cash Flow Statement ........................................104
Notes to the Consolidated
Financial Statement ..................................................................105
Statement containing salient features of the financial
statement of subsidiary companies ........................................145
Attendance Slip and Proxy Form ............................................. 147
Reliance Power Limited
5
Letter to Shareowners
My dear fellow shareowners,
It gives me immense pleasure to share with you the highlights of
another growth-filled and successful year.
The year has been remarkable for your company in many ways.
Our flagship, 3,960 MW Sasan Ultra Mega Power Project (Sasan
UMPP), the World’s largest integrated power plant and coal
mine, operated at 90% PLF in its very first year of full operations,
demonstrating best-in-class performance. Currently, the plant is
operating at 100% PLF. The Moher and Moher Amlohri extension
coal mine of Sasan UMPP achieved production of 17.02 million
tonnes during the year, which is the highest among the private
sector players in India.
The operating performance of our other plants during the year
was also extremely satisfactory. The 1,200 MW coal-based
Rosa Power Plant located in Uttar Pradesh, generated 7,060
million units operating at an availability of 93% for the year.
The 600 MW Butibori Power Plant located in Maharashtra,
generated 4,022 million units, at an availability of 97%. The 40
MW Solar PV plant located in Rajasthan, generated 68 million
units of electricity operating at availability of 99% and the 45
MW wind power project located in Maharashtra generated 79.3
million units operating at availability of 97%. Driving operational
excellence has been the focus of the year and we plan to build
further on this platform to raise the levels of excellence.
Other significant accomplishments this year were the favourable
regulatory orders in various matters, in particular for our Sasan
UMPP. These orders allow Sasan Power to claim compensation
relating to change in law events during the operations period. In
a separate order, the Appellate Tribunal for Electricity (APTEL)
upheld our plea in respect of the commercial operation date of
the first unit of Sasan UMPP, thereby paving the way for Sasan
Power to receive nearly ` 1,050 Crore.
I am confident that Sasan UMPP will continue to deliver best-
in-class performance and set new benchmarks in operational
excellence.
While your company continues to deliver excellence in
operational and financial performance, it is committed towards
the society and environment through its various Environment,
Health & Safety (EHS) and CSR practices.
Performance Review
The highlights of the Company’s consolidated financial
performance for the year are:
• Totalincomeof` 11,038 crore as compared to ` 7,202
crore in the previous year.
• Netprotof` 1,362 crore as compared to ` 1,028 crore
in the previous year.
• EarningsPerShare(EPS)of` 4.86 as compared to ` 3.68
in the previous year.
I am happy to note that we declared our maiden equity dividend
of ` 1/ per share during the financial year 2015-16. This interim
dividend is proposed to be confirmed as the final dividend.
Your company has thus successfully completed Phase I - Growth
delivering a strong operating portfolio of 5,945 MW power
generation capacity and 20 Million Tonnes per annum capacity
coal mine. Phase I - Growth has entailed a capital expenditure
of nearly ` 50,000 crore in a record time. The Company has
been delivering consistent profits, cash flows and enjoys a well-
capitalized balance sheet with one of the lowest debt to equity
ratios in the industry.
Your company’s risk management initiatives, with respect
to Samalkot Gas-based Power Project, Tilaiya UMPP and
Krishnapatnam UMPP, are progressing well.
The Company has plans for value accretive growth through a mix
of opportunities across coal-based, hydro / renewable power
projects.
Corporate Governance
Your Company has always maintained the highest governance
standards and practices by adopting, as is the norm for all
constituent companies of the Group, the “Reliance Group -
Corporate Governance Policies and Code of Conduct”. These
Policies and Code prescribe a set of systems, processes and
principles, which conform to the highest international standards
and are reviewed periodically to ensure their continuing relevance,
effectiveness and responsiveness to the needs of investors, both
local and global, and all other stakeholders.
Social Commitments
Our portfolio of projects requires substantial use of natural
resources such as land, water and minerals. We take adequate
care in designing our power generation plants in a manner that
optimises the utilisation of land, thereby bringing down the
aggregate land requirement and minimising the potential for
disruption and displacement of local communities. We are also
adopting cleaner technologies related to power generation that
reduce the consumption of fuel and water required for plant
operations, thereby conserving precious natural resources and
contributing to a greener and healthier environment.
Our projects are operating in areas which are currently in
development phase and we continue to contribute towards
improving the quality of life of the communities living in these
areas. Indeed, we believe that our success in executing large-
scale generation projects is critically dependent on following a
participatory development-oriented approach that strengthens
our bond with the local population.
As a responsible corporate citizen, as part of our initiatives
towards discharge of our corporate social responsibilities (CSR),
we have made significant outlays in healthcare, education and
livelihood opportunities for the communities.
Our Commitment
Our founder, the legendary Shri Dhirubhai Ambani, gave us a
simple mantra: to aspire to the highest global standards of
quality, efficiency, operational performance and customer care.
We remain committed to upholding that vision.
Thank you, shareowners, for your continued support in our
journey of delivering consistent, competitive, profitable and
responsible growth.
Anil Dhirubhai Ambani
Chairman
6
Reliance Power Limited
Notice
Notice is hereby given that the 22
nd
Annual General Meeting of
the Members of Reliance Power Limited will be held on Tuesday,
September 27, 2016 at 4.00 P.M. or soon after the conclusion
of the annual general meeting of Reliance Infrastructure Limited
convened on the same day, whichever is later, at Birla Matushri
Sabhagar, 19, New Marine Lines, Mumbai 400 020, to transact
the following business:
Ordinary Business:
1. To consider and adopt:
a) the audited financial statement of the Company
for the financial year ended March 31, 2016 and
the reports of the Board of Directors and Auditors
thereon, and
b) the audited consolidated financial statement of the
Company for the financial year ended March 31,
2016 and the report of the Auditors thereon.
2. To confirm the Interim Dividend of Re. 1 per equity share
already paid as final dividend for the financial year ended
March 31, 2016.
3. To appoint a Director in place of Dr. V. K. Chaturvedi (DIN:
01802454), who retires by rotation under the provisions
of the Companies Act, 2013 and being eligible, offers
himself for re-appointment.
4. To appoint Auditors and to fix their remuneration and in this
regard, to consider and, if thought fit, to pass the following
resolution as an Ordinary Resolution:
“RESOLVED THAT M/s. Price Waterhouse, Chartered
Accountants (Firm Registration No. 301112E) be and are
hereby appointed as the Auditors of the Company, to hold
office from the conclusion of this Annual General Meeting
until the conclusion of the next Annual General Meeting of
the Company, on such remuneration as shall be fixed by the
Board of Directors.”
Special Business:
5. Appointment of Auditors and fixing their remuneration
To consider and, if thought fit, to pass the following
resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to Section 139 of the
Companies Act 2013 (hereinafter referred to as ‘the Act’)
(including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force) and the relevant Rules
there under, as amended from time to time, M/s. Pathak H.
D. & Associates, Chartered Accountants (Firm Registration
No. 107783W), in respect of whose appointment a special
notice proposing the appointment under Section 140(4)
of the Act has been received from a member, be and are
hereby appointed as the Auditors of the Company in place
of the retiring Auditors M/s. Chaturvedi & Shah, Chartered
Accountants (Firm Registration No. 101720W), to hold
office from the conclusion of this Annual General Meeting
for a term of consecutive five years till the conclusion of
the 27
th
Annual General Meeting subject to ratification of
the appointment by the members at every Annual General
Meeting held after this Annual General Meeting, on such
remuneration as shall be fixed by the Board of Directors.”
6. Appointment of Dr. Yogendra Narain as an Independent
Director
To consider and, if thought fit, to pass the following
resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections
149 and 152 read with Schedule IV and all other
applicable provisions, if any, of the Companies Act, 2013
(hereinafter referred to as ‘the Act’) (including any statutory
modification(s) or re-enactment(s) thereof, for the time
being in force) and the relevant Rules there under, as
amended from time to time, and the applicable provisions
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, Dr. Yogendra Narain (DIN: 01871111), Independent
Director of the Company who was appointed to hold office
for a term up to two consecutive years from September
27, 2014, in respect of whom the Company has received
a notice in writing from a member under Section 160 of
the Act proposing his candidature for appointment, be and
is hereby appointed as an Independent Director of the
Company to hold office for a term of one year from the
date of coming into effect of this resolution.”
7. Private Placement of Non-Convertible Debentures
To consider and, if thought fit, to pass the following
resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections
42, 71 and all other applicable provisions, if any, of
the Companies Act, 2013, (hereinafter referred to as
‘the Act’) (including any statutory modification(s) or re-
enactment(s) thereof, for the time being in force) and the
relevant Rules there under, as amended from time to time,
Securities and Exchange Board of India (Issue and Listing
of Debt Securities) Regulations, 2008, as amended, the
provisions contained in the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations 2015, to the extent they are applicable, and/
or any other Rules / Regulations / Guidelines, if any,
prescribed by the Securities and Exchange Board of India,
Reserve Bank of India, Stock Exchanges and / or any other
statutory / regulatory authority / body, and subject to the
provisions of the Memorandum and Articles of Association
of the Company, the Board of Directors of the Company
(hereinafter referred to as “the Board” which term shall be
deemed to include any Committee which the Board may
have constituted or hereinafter constitute, to exercise its
powers, including the powers conferred by this Resolution)
be and is hereby authorised to create, offer, invite to
subscribe, issue and allot, from time to time, in one or
more tranches and / or in one or more series, Secured /
Unsecured / Redeemable Non-Convertible Debentures
(hereinafter referred to as the “NCDs”), on private
placement basis, provided that the aggregate amount of
such NCDs shall be within the overall borrowing limits of
the Company, as approved by the Members from time to
time.
Reliance Power Limited
7
Notice
RESOLVED FURTHER THAT for the purpose of giving effect
to this resolution, the Board be and is hereby authorised to
determine in its absolute discretion the terms and quantum
of the issue(s) including the consideration and utilisation
of proceeds, class of investors and to do all such acts and
things and deal with all such matters and take all such
steps as may be necessary.”
8. Payment of remuneration to Cost Auditors for the
financial year ending March 31, 2017
To consider and, if thought fit, to pass the following
resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148
and all other applicable provisions, if any, of the Companies
Act, 2013 (hereinafter referred to as ‘the Act’) (including
any statutory modification(s) or re-enactment(s) thereof,
for the time being in force) and the relevant Rules there
under, as amended from time to time, M/s. V. J. Talati &
Company, Cost Accountants (Firm Registration Number
R/00213) appointed as the Cost Auditors in respect of its
45 MW Windfarm Power Project at Vashpet, Maharashtra,
for the financial year ending March 31, 2017, be paid a
remuneration of ` 15,000/- (Rupees fifteen thousand only)
excluding service tax and out of pocket expenses, if any.
RESOLVED FURTHER THAT the Board of Directors of
the Company be and is hereby authorised to do all acts
and take all such steps as may be necessary, proper or
expedient to give effect to this resolution.”
By Order of the Board of Directors
Ramaswami Kalidas
Company Secretary
Registered Office:
H Block, 1
st
Floor
Dhirubhai Ambani Knowledge City
Navi Mumbai 400 710
CIN: L40101MH1995PLC084687
Website: www.reliancepower.co.in
May 27, 2016
Notes:
1. Statement pursuant to Section 102(1) of the Companies
Act, 2013, relating to items of special business to be
transacted at the Annual General Meeting (the “Meeting”)
is annexed hereto.
2. A Member entitled to attend and vote at the Meeting is
entitled to appoint a proxy to attend and vote on a poll
instead of herself/himself, and the proxy need not be
a Member of the Company. The instrument appointing
proxy in order to be effective, should be deposited at
the Registered Office of the Company, duly completed
and signed not later than forty eight hours before the
commencement of the Meeting. A Proxy form is sent
herewith.
3. A person can act as a proxy on behalf of members not
exceeding fifty and holding in the aggregate not more than
ten per cent of the total share capital of the Company
carrying voting rights. However, a Member holding more
than ten per cent of the total share capital of the Company
carrying voting rights may appoint a single person as proxy
and such person shall not act as a proxy for any other
shareholder.
4. Corporate Members intending to send their authorised
representatives to attend the Meeting are requested to
send to the Company, a duly certified copy of the Board
Resolution authorising their representative(s) to attend and
vote on their behalf at the Meeting.
5. Members / Proxies are requested to bring their duly filled
attendance slip sent herewith along with their copy of the
annual report to the Meeting.
6. In case of joint holders attending the Meeting, only such
joint holder who is higher in the order of names will be
entitled to vote.
7. Members who hold shares in electronic form are requested
to write their DP ID and Client ID numbers and those
who hold share(s) in physical form are requested to write
their folio number in the attendance slip for attending the
Meeting to facilitate identification of membership at the
Meeting.
8. Clause 49 of the Listing Agreeement with the Stock
Exchanges for the period April 1, 2015 to November
30, 2015 and relevant provisions of Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for the period December
1, 2015 to March 31, 2016 are referred to as Listing
Regulations in this Annual Report.
9. Relevant documents referred to in the accompanying
Notice, are open for inspection by the Members at the
Registered Office of the Company on all working days,
except Saturdays between 11.00 A.M. and 1.00 P.M.
up to the date of the Meeting. The certificate from the
Auditors of the Company confirming the compliance of
the Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014 with respect to the
Company’s ESOS Plans will be available for inspection at
the Meeting.
10. The Company’s Register of Members and Transfer Books
will remain closed from Saturday, September 17, 2016
to Tuesday, September 27, 2016, (both days inclusive) in
connection with the above Meeting.
8
Reliance Power Limited
11. Members are requested to intimate immediately any
change in their address or other mandates to their
Depository Participants with whom they are maintaining
their demat accounts. The Company or its Registrar and
Transfer Agent cannot change mandates for shares held in
electronic form.
12. Members holding shares in physical form are requested
to advise any change of address and other mandates
immediately to the Company/Registrar and Transfer Agent,
Karvy Computershare Private Limited.
13. As Section 125 of the Companies Act, 2013, has been
only partially notified, pursuant to the corresponding
Section 205(C) of the Companies Act, 1956, the Company
has transferred, the unpaid or unclaimed amounts of the
unsuccessful applicants under the Company’s IPO made in
the year 2008 to the Investor Education and Protection
Fund (IEPF) established by the Central Government on
February 28, 2015. Pursuant to the provisions of the
Investor Education and Protection Fund (Uploading of
information regarding unpaid and unclaimed amounts
lying with companies) Rules, 2012, the Company has
uploaded the details of the unpaid and unclaimed amounts
transferred to the said fund on the website of the Company
(www.reliancepower.co.in) as also on the website of the
Ministry of Corporate Affairs.
14. Non-resident Indian Members are requested to inform
Karvy Computershare Private Limited immediately on:
a. the change in their residential status on return to
India for permanent settlement; and
b. the particulars of the bank accounts maintained in
India with complete name, branch, account type,
account number and address of the bank, if not
furnished earlier.
15. Re-appointment / Appointment of Directors
At the ensuing Annual General Meeting, Dr. V. K. Chaturvedi,
Director of the Company retires by rotation under the
provisions of the Companies Act, 2013 and being eligible
offers himself for re-appointment. The details pertaining to
Dr. Chaturvedi pursuant to the requirements of Regulations
36(3) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, are furnished in the report on Corporate Governance
forming part of this Annual Report.
Dr. Yogendra Narain was appointed as an Independent
Director on September 27, 2014 for a term of two
consecutive years. As per the Company’s Board charter,
the retirement age for directors is 75 years. Dr. Narain will
attain the age of 75 years by June, 2017. For this reason,
keeping in view the Board charter, it is proposed to appoint
him for a further term of one year only from the date of
coming into effect of this resolution. Dr. Narain is eligible for
the appointment and has also given a declaration as to his
independence. The details pertaining to Dr. Narain pursuant
to Section 152(5) of the Act read with requirements of
Listing Regulations, are furnished in the report on Corporate
Governance forming part of this Annual Report.
Dr. V. K. Chaturvadi and Dr. Yogendra Narain are not related
to other Directors of the Company.
16. Members are advised to refer to the section titled “Investor
Information” provided in this Annual Report.
17. Members are requested to fill in and submit online the
Feedback Form provided in the ‘Investor Information’
section on the Company’s website www.reliancepower.
co.in to aid the Company in its constant endeavour to
enhance the standards of service to investors.
18. The Statement containing the salient features of the
balance sheet, the statement of profit and loss, cash flow
statement and Auditors’ Report on the Abridged Financial
Statement, is sent to the members, along with the Abridged
Consolidated Financial Statement. Any member interested
in obtaining a copy of the full Annual Report, may write to
the Registrar and Transfer Agent of the Company.
19. The Securities and Exchange Board of India (SEBI) has
mandated the submission of Permanent Account Number
(PAN) by every participant in the securities market.
Members holding shares in electronic form are, therefore,
requested to submit their PAN to their Depository
Participants with whom they are maintaining their demat
accounts. Members holding shares in physical form can
submit their PAN details to the Company / Registrar and
Transfer Agent.
20. Members can avail of the facility of nomination in respect
of shares held by them in physical form pursuant to the
provisions of Section 72 of the Companies Act, 2013.
Members desiring to avail this facility may send their
nomination in the prescribed Form SH 13 duly filled in
to Karvy Computershare Private Limited, Karvy Selenium,
Tower – B, Plot No. 31 & 32, Survey No. 116/22,
115/24, 115/25, Financial District, Nanakramguda,
Hyderabad 500 032, or call on Toll free no. (India) : 1800
4250 999, Tel no. : +91 40 6716 1500, Fax no. : +91
40 6716 1791 or on e-mail to rpower@karvy.com.
The prescribed form in this regard may also be obtained
from Karvy Computershare Private Limited at the address
mentioned above. Members holding shares in electronic
form are requested to contact their Depository Participants
directly for recording their nomination.
21. Members who hold shares in physical form in multiple
folios in identical names or joint holding in the same order
of names are requested to send the share certificates to
the Registrar and Transfer Agent for consolidation into a
single folio.
22. Members who have not registered their e-mail addresses
so far are requested to do so, so that they can receive
the Annual Report and other communication from the
Company electronically.
23. In compliance with the provisions of Section 108 of the
Companies Act, 2013 read with Rules made there under
and Regulation 44 of the Listing Regulations, the Company
is offering e-voting facility to all Members of the Company
through Notice dated May 27, 2016 (remote e-voting). A
person, whose name is recorded in the register of members
Notice
Reliance Power Limited
9
Notice
or in the register of beneficial owners (in case of electronic
shareholding) maintained by the depositories as on the
cut-off date i.e. September 20, 2016 only shall be entitled
to avail the facility of remote e-voting/voting. Karvy
Computershare Private Limited, our Registrar and Transfer
Agent will be facilitating remote e-voting to enable the
Members to cast their votes electronically. The Members
can cast their votes online from 10.00 A.M. on September
24, 2016 to 5.00 P.M. on September 26, 2016. The
Members may refer to the detailed procedure on remote
e-voting given in the e-voting instruction slip.
The facility for voting shall also be available at the meeting.
The members who have cast their votes by remote e-voting
prior to the meeting may also attend the meeting, but shall
not be entitled to cast their votes again at the meeting.
The Board of Directors have appointed Shri Anil Lohia or in
his absence, Shri Rinkit Kiran Uchat, Partners, M/s. Dayal
& Lohia, Chartered Accountants as Scrutinizer to scrutinize
the voting process in a fair and transparent manner. The
Scrutinizer will submit his report to the Chairman after
completion of the scrutiny and the results of voting
will be announced after the meeting of the Company.
Subject to receipt of requisite number of votes, the
resolutions shall be deemed to be passed on the date of
the meeting. The result of the voting will be submitted to
the Stock Exchanges, where the shares of the Company
are listed and posted on the website of the Company at
www.reliancepower.co.in and also posted on the website
of Karvy Computershare Private Limited.
Statement pursuant to Section 102(1) of the Companies Act, 2013 to the accompanying Notice dated May 27, 2016
Item No. 5 – Appointment of Auditors and fixing their
remuneration
The Company’s retiring auditors M/s. Chaturvedi & Shah and
M/s. Price Waterhouse were both appointed in the year 2007
and have continued to be the auditors all these years. Section
139(2) of the Companies Act, 2013 (hereinafter referred to as
‘the Act’) provides that in the case of a listed company or other
companies as prescribed, the auditors cannot be appointed for
more than two terms of five consecutive years. For computing
the above tenure of appointment, the period for which the
statutory auditors have been associated prior to the coming into
force of the Act shall also be taken into consideration.
The retiring auditors have therefore completed nine years in
office from their original dates of appointment.
The third Proviso under Section 139(2) of the Act states
that every company which was existing on or before the
commencement of the Act and which has to comply with the
requirements of this sub-section shall ensure such compliance
within three years from the date of commencement of the Act.
In view of the above, the Company has to fall in line with the
requirements of Section 139(2) of the Act on or before March
31, 2017. The Act contemplates that the change in the auditors
can be made in a phased manner such that one of the retiring
auditors can continue to remain in office for one more year whilst
the other firm is substituted.
In the light of the foregoing, the Company has received a
special notice under Section 140(4) of the Act from a member
proposing the appointment of M/s. Pathak H. D. & Associates
as statutory auditors for a period of five years commencing from
the conclusion of this Annual General Meeting (“AGM”) till the
date of the 27
th
AGM of the shareholders of the Company.
M/s. Pathak H.D. & Associates have given their consent to the
above appointment and have also confirmed that they are not
disqualified in any manner from accepting the appointment.
At the next AGM of the members, the other retiring auditors
M/s. Price Waterhouse will be substituted by another firm of
auditors and in this process, the Company shall be completing
the transition to the requirements of the Act.
In view of the above, consent of the members is sought for
the appointment of M/s. Pathak H.D. & Associates for a period
of five years on a remuneration to be determined by the Board
of Directors subject to ratification of their appointment by the
shareholders at every AGM hereafter till the 27
th
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.
Consent of the proposed auditors together with the certificate
that the appointment, if made, shall in accordance with the
conditions specified in Rule 4 of the Companies (Audit and
Auditors) Rules, 2014 has been received.
None of the Directors, Key Managerial Personnel of the Company
and their relatives are, in any way, concerned or interested,
financially or otherwise, in the resolution set out at item No. 5
of the Notice.
The Board accordingly recommends the Ordinary Resolution set
out at Item No. 5 of the accompanying Notice for approval of
the Members.
Item No. 6 – Appointment of Dr. Yogendra Narain as an
Independent Director
Pursuant to the requirements of Section 149(10) of the
Companies Act, 2013 (hereinafter referred to as ‘the Act’),
Dr. Yogendra Narain was appointed as the Independent Director
of the Company under the provisions of the Act by postal ballot
on September 27, 2014 for a period of two consective years.
Dr. Narain will complete 74 years of age in June 2016.
Dr. Narain is eligible for the re-appointment and has given his
confirmation that he is not disqualified in any manner from
such appointment. He has also given a declaration as to his
independence in terms of the provisions of the Act and Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations).
The details pertaining to Dr. Yogendra Narain, pursuant to the
requirements of Section 152 (5) of the Act and Regulation
36(3) of the Listing Regulations are furnished in the report on
10
Reliance Power Limited
Statement pursuant to Section 102(1) of the Companies Act, 2013 to the accompanying Notice dated May 27, 2016
Corporate Governance forming part of this Annual Report. In the
opinion of the Board, he fulfills the conditions specified in the Act
and the rules made thereunder for such an appointment and that
he is independent of the management.
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 coming into
effect of the proposed resolution. 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 deposit of the requisite amount 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 recommended the appointment of
Dr. Yogendra Narain as an Independent Director for a period of one
year from the coming into effect of this resolution.
The relatives of Dr. Narain may be deemed to be interested in
the resolution set out in item no. 6 of the Notice, to the extent
of their shareholding interest, if any, in the Company.
Save and except Dr. Yogendra Narain, none of the Directors, Key
Managerial Personnel of the Company and their relatives are, in
any way, concerned or interested, financially or otherwise, in the
resolution set out at item No. 6 of the Notice.
The Board accordingly recommends the Special Resolution set
out at Item No. 6 of the accompanying Notice for approval of
the Members.
Item No. 7 - Private Placement of Non-Convertible
Debentures
As per the provisions of Section 42 of the Companies Act, 2013
(“the Act”) read with the Rules made there under, a Company
offering or making an invitation to subscribe to securities on a
private placement basis is required to obtain the approval of the
Members by way of a Special Resolution. The Act provides that
such approval can be obtained once in a year for all the offers or
invitations for Non-Convertible Debentures (NCDs) to be issued
during the year.
In order to augment resources in the ordinary course of business
for such purposes as may be deemed necessary including for
general corporate purposes, the Company may offer or invite
subscriptions for secured/unsecured NCDs in one or more
series / tranches, on private placement basis.
This resolution enables the Board of Directors of the Company
to offer or invite subscription for NCDs as may be required by the
Company from time to time, for a year from the date of the said
resolution coming into effect.
None of the Directors, Key Managerial Personnel of the Company
and their relatives are, in any way, concerned or interested,
financially or otherwise, in the resolution set out at item No. 7
of the Notice.
The Board accordingly recommends the Special Resolution set
out at Item No. 7 of the accompanying Notice for approval of
the Members.
Item No. 8 - Payment of remuneration to the Cost Auditors
for the financial year ending March 31, 2017
The Board of Directors, on the recommendation of the Audit
Committee, has approved the appointment and remuneration of
M/s. V. J. Talati & Company, Cost Accountants (Firm Registration
No. R/00213), as the Cost Auditors in respect of its 45 MW
Windfarm Power Project at Vashpat, Maharashtra for the financial
year ending March 31, 2017, at a remuneration of ` 15,000/-
(Rupees Fifteen thousand only) excluding service tax and out
of pocket expenses, if any. In terms of the provisions of Section
148(3) of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, the remuneration payable to
the Cost Auditor needs to be ratified by the Members of the
Company.
None of the Directors, Key Managerial Personnel of the Company
and their relatives are, in any way, concerned or interested,
financially or otherwise, in this resolution set out at item No. 8
of the Notice.
The Board accordingly recommends the Ordinary Resolution set
out at Item No. 8 of the accompanying Notice for approval of
the Members.
By Order of the Board of Directors
Ramaswami Kalidas
Company Secretary
Registered Office:
H Block, 1
st
Floor
Dhirubhai Ambani Knowledge City
Navi Mumbai 400 710
CIN: L40101MH1995PLC084687
Website: www.reliancepower.co.in
May 27, 2016
Reliance Power Limited
11
Directors’ Report
Dear Shareowners,
Your Directors present the 22
nd
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
March 31, 2016
Financial Year ended
March 31, 2015
` in lakhs
(Consolidated)
` in lakhs
(Standalone)
` in lakhs
(Consolidated)
` in lakhs
(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 ` 68,784 lakhs against ` 36,932 lakhs in the
previous year on a standalone basis. The Company has earned a
Profit after tax of ` 40,274 lakhs compared to ` 2,510 lakhs in
the previous year on a standalone basis.
Dividend
The Company has declared maiden interim dividend of ` 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 Electricty.
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
fulfil 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 100% 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 ` 400
crores which are outstanding as on date. Out of the above ` 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 19,
2015)
12
Reliance Power Limited
Directors’ Report
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
Reliance Power Limited
13
Directors’ Report
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. In 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-à-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. J. 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 140(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 27
th
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.
14
Reliance Power Limited
Directors’ Report
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
out of the exercise of the
options
Nil
e. Options lapsed Nil
f. Exercise price ` 162 per Equity Share.
g. Variations of terms of options None
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
Nil
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.
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.
Reliance Power Limited
15
Directors’ 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
16
Reliance Power Limited
Directors’ Report
Annexure A
Policy on appointment and remuneration for Directors, Key Managerial Personnel and Senior Management employees
Following is the summary of the policy as approved by the Nomination and Remuneration Committee of the Board:
1. Introduction
1.1 The Company considers human resources as an invaluable asset. The policy is intended to harmonise the aspirations of
the Directors / employees with the goals and objectives of the Company;
1.2 As part of a progressive HR philosophy, it is imperative for the Company to have a comprehensive compensation policy
which has been synchronized with the industry trends and is also employee friendly.
2. Objectives
2.1 Broad objective is to attract and retain high performing resources.
2.2 The remuneration policy aims at achieving the following specific objectives:
2.2.1 To attract highly competent human resources to sustain and grow the Company’s business;
2.2.2 To build a performance culture by aligning performance of individuals with the business objectives of the Company;
2.2.3 To ensure that annual compensation review considers industry/business outlook and strategies adopted by industry
peers, differentiates employees based on their performance and also adequately protects employees, especially those in
junior cadres, against inflationary pressures;
2.2.4 To retain high performers at all levels and those who are playing critical roles in the Company.
3. Scope and Coverage
In accordance with the provisions of the Act, a “Nomination and Remuneration Committee” of the Board has been constituted,
inter alia, to recommend to the Board the appointment and remuneration of Directors, KMPs and persons belonging to the
Senior Management cadre.
4. Definitions
4.1 “Director” means a director appointed to the Board of the Company.
4.2 “Key Managerial Personnel” in relation to the Company means –
i) the Chief Executive Officer or the Managing Director or the Manager
ii) the Company Secretary
iii) the Whole-time Director
iv) the Chief Financial Officer; and
v) such other officer as may be prescribed under the Companies Act, 2013.
4.3 “Senior Management” refers to personnel of the Company who are members of its core management team excluding
the Board of Directors and comprises of all members of the management, one level below the executive directors, if any.
5. Policy
5.1 Remuneration i.e. Cost-to-Company (CTC) shall comprise of two broad components; fixed and variable.
5.2 Fixed portion comprises of Base pay and Choice pay components.
5.3 Variable pay termed as Performance Linked Incentive (PLI) comprises of a pre-determined maximum that can be paid
as % at the end of the performance year based on the composite score achieved during the relevant performance year.
5.4 Performance Year shall be 1
st
April – 31
st
March.
5.5 PLI is based on the following dimensions with indicated weightages for computing the Composite score based on:
(a) Individual performance rating;
(b) Function/Project Annual Operating Plan (AOP) achievement rating;
(c) Company AOP achievement rating; and
(d) Group performance on identified parameters.
6. Payout mechanism
6.1 Fixed pay gets paid on a monthly basis, net of retirals and taxes
6.2 Retirals are 12% of basic for provident fund and 4.81% of basic towards gratuity.
6.3 All payments are made with TDS implemented.
7. Annual Compensation Review
The compensation review year will be 1 April to 31 March. The annual compensation review, as part of the performance
management system (PMS) cycle, shall be guided by:
7.1 Industry/business outlook;
7.2 Strategies adopted by industry peers;
7.3 Employee differentiation based on individual performance rating (achieved during the applicable performance year); and
7.4 Protection of employees, especially those in junior cadre, against inflationary pressures.
8. Retention Features as part of Compensation Package
8.1 Based on the organizational need for retaining high performing employees and also those who are playing critical roles,
from time to time, certain retention features may be rolled out as part of the overall compensation package. These may
take form of Retention Bonuses (RBs); Special Monetary Programs (SMPs), Long-term Incentives (LTIs), etc.
8.2 While attracting talent in critical positions also such retention features could be incorporated as part of the compensation
package.
9. Modifications / Amendments / Interpretation
The policy is subject to modifications, amendments and alterations by the management at any time without assigning any
reasons or without giving any prior intimation to the employees. In case of any ambiguity, the interpretation provided by the
Corporate HR team shall be final.
Reliance Power Limited
17
Directors’ Report
Annexure B
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31
st
MARCH, 2016
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Reliance Power Limited
H Block 1st Floor
Dhirubhai Ambani Knowledge City
Navi Mumbai - 400710
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by Reliance Power Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me
a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.
Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company
and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial
Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31
st
March, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the
financial year ended on 31
st
March, 2016 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (“SCRA”) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings to the extent of applicability to the Company;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999; (Not applicable during the audit period)
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding
the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable during the
audit period)
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable during the audit
period) and
(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, from
1.12.2015 to 31.03.2016.
(vi) OTHER LAWS SPECIFICALLY APPLICABLE TO THE COMPANY
(a) The Electricity Act, 2003 and the rules made thereunder
(vii) OTHER LAWS APPLICABLE TO THE COMPANY
Adequate systems and processes are in place to monitor and ensure compliance with general laws like labour laws, environmental
laws etc. to the extent of their applicability to the Company.
18
Reliance Power Limited
Directors’ Report
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The listing Agreements entered into by the Company with stock exchanges upto 30.11.2015;
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards,
etc. mentioned above subject to the following observations:
I further report that
(i) The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors, woman Director and
Independent Directors. The Company did not have any Executive Director during the audit period. During the year there was no
change in the composition of Board of Directors.
(ii) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at
least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation of the directors at the meetings.
(iii) All decisions at board meetings and committee meetings are carried out unanimously as recorded in the minutes of meetings
of Board of Directors or the committees of the board, as the case may be.
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the
Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period the Company has:
(i) Issued and allotted 1500 unsecured redeemable non-convertible debentures of ` 10 lakhs each on private placement basis.
The said securities are listed with BSE and NSE.
(ii) Further issued and allotted 2500 secured redeemable non-convertible debentures of ` 10 lakhs each on private placement
basis. The said securities are listed with BSE and NSE.
(iii) The Company has declared and paid interim dividend of ` 1/- per equity share.
(iv) The Company had appointed Shri N. Venugopala Rao as CEO with effect from 13.10.2015.
Signature:
(Ajay Kumar)
Ajay Kumar & Co.
FCS No. 3399
C.P. No. 2944
Date : 7-5-2016
Place : Mumbai
Reliance Power Limited
19
Directors’ Report
Annexure C
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on March 31, 2016
[Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
i. CIN L40101MH1995PLC084687
ii. Registration Date January 17, 1995
iii. Name of the Company Reliance Power Limited
iv. Category / Sub-Category of the Company Public Company / Limited by Shares
v. Address of the Registered office and contact details H Block, 1st Floor, Dhirubhai Ambani Knowledge City,
Navi Mumbai 400710
Tel : +91 22 3303 1000, Fax: +91 22 3303 3662
E-mail: reliancepower.investors@relianceada.com
Website: www.reliancepower.co.in
vi. Whether listed company Yes / No Yes
vii. Name, Address and Contact details of Registrar and Transfer
Agent, if any
Karvy Computershare Private Limited
Karvy Selenium, Tower B, Plot No. 31 & 32,
Survey No. 116/22, 115/24, 115/25, Financial District,
Nanakramguda, Hyderabad 500 032
Toll Free No. (India) : 1800 4250 999
Tel: +91 40 6716 1500, Fax: +91 40 6716 1791
E-mail: rpower@karvy.com
Website : www.karvy.com
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 per cent or more of the total turnover of the Company shall be stated:
Name and Description of
main products / services
NIC Code of the
Product / service
% to total turnover
of the Company
Power Generation 3510 100
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –
Sl.
No.
Name and Address of the Company CIN/GLN Holding/
Subsidiary /
Associate
% Of
Shares
Held
Applicable
Section
1. Vidarbha Industries Power Limited
H Block, 1st Floor, Dhirubhai Ambani Knowledge
City, Navi Mumbai 400 710
U23209MH2005PLC158371 Subsidiary 100 2(87)
2. Rosa Power Supply Company Limited
7th Floor, B-Wing, Raheja Point – I, Jawaharlal
Nehru Marg, Vakola Market, Santa Cruz (East),
Mumbai 400 055
U31101MH1994PLC243148 Subsidiary 100 2(87)
3. Sasan Power Limited
H Block, 1st Floor, Dhirubhai Ambani Knowledge
City, Navi Mumbai 400 710
U40102MH2006PLC190557 Subsidiary 100 2(87)
4. Jharkhand Integrated Power Limited
7th Floor, B-Wing, Raheja Point – I, Jawaharlal
Nehru Marg, Vakola Market, Santa Cruz (East),
Mumbai 400 055
U74999DL2007GOI157245 Subsidiary 100 2(87)
5. Coastal Andhra Power Limited
H Block, 1st Floor, Dhirubhai Ambani Knowledge
City, Navi Mumbai 400 710
U40102MH2006GOI188622 Subsidiary 100 2(87)
20
Reliance Power Limited
Directors’ Report
Sl.
No.
Name and Address of the Company CIN/GLN Holding/
Subsidiary /
Associate
% Of
Shares
Held
Applicable
Section