Dear Shareowners,
Your Directors present the 29th Annual Report and the Audited Financial Statements for
the financial year ended March 31, 2023.
Financial performance and the state of the Company's affairs
The performance of the Company for the financial year ended March 31, 2023, is
summarised below:
(Rs in lakhs)
Particulars |
Financial Year ended March 31, 2023 |
Financial Year ended March 31, 2022* |
|
(Standalone) |
(Consolidated) |
(Standalone) |
(Consolidated) |
Total Income |
15,017 |
7,88,274 |
18,406 |
7,68,673 |
Profit / (Loss) Before Tax |
65,471 |
(33,898) |
(27,040) |
(87,089) |
Less: Provision for Taxation (Net) |
- |
6,391 |
692 |
4,373 |
Profit / (Loss) After Tax |
65,471 |
(40,289) |
(27,732) |
(91,462) |
*Previous year figures has been regrouped/reclassified wherever required.
Business Operations
During the year 2022-23 all the operating plants of the Company that are functioning
through its subsidiary companies performed exceedingly well on efficiency parameters. The
Company's Sasan Ultra Mega Power Plant (UMPP) (Capacity 3,960 MW) generated 29,764 Million
Units (MUs) and continued its position as highly reliable and sustainable operating plant
in the country, with a Plant Load Factor (PLF) of 86% against an all India average of ~
64%. The Sasan UMPP is the World's largest integrated thermal power plant with the Moher
and Moher Amlohri Extension captive coal mines meeting the fuel requirements of the plant.
During the year Sasan Coal Mine handled 79.1 Million Bank Cubic Meter (BCM) including the
Overburden at 68.2 Million BCM, making it one of the biggest mine in the country in terms
of the overall volume handled. The Rosa Thermal Power plant (1,200 MW) generated 7510.90
MUs during the current year, delivering the consistent Year-on-Year performance. Rosa
Power won Platinum Award towards Excellence in Maintenance system, Excellence in best
training practices and Outstanding Leader of the year Award from Fame and Suraksha
Puraskar from National Safety Council of India in financial year 2023.
The Solar PV (40 MW) Plant generated 56.64 MUs during the year. The Solar CSP (100 MW)
plant generated 47.24 MUs. The Company's Wind farm at Vashpet in Sangli District of
Maharashtra achieved annual generation of 47.24 MUs during the year. The Butibori Thermal
plant (600 MW) remained out of operation during the year and the company is working on a
resolution plan. Reliance Bangladesh LNG and Power Limited (RBLPL) is setting up
the 718 MW (net) Power plant at Meghnaghat near Dhaka in Bangladesh, together with the
strategic partner JERA Power International (Netherlands) - a subsidiary of JERA Co. Inc.
(Japan). The project is expected to start commercial operations by end of 2023.
Management Discussion and Analysis
Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the Listing Regulations'), is presented
in a separate section forming part of this Annual Report.
Issue & Conversion of Warrants on Preferential Basis
During the year under review, the Company issued and allotted by way of Preferential
Issue, 20.58 crores warrants convertible into equivalent number of Equity Shares of the
Company at a price of Rs 15.55/- per warrant of the Company to VFSI Holdings Pte. Limited.
During the year under review, the Company also issued and allotted by way of
Preferential Issue 33.51 crores equity shares of Rs 10 each to Reliance Infrastructure
Limited, the Promoter, upon conversion of equivalent number of warrants.
The Company has received Rs 80 crores being 25% as application and allotment money and
the same has been utilized for the purpose for which it was raised.
Resources and Liquidity
Pursuant to a settlement with J.C. Flowers Asset Reconstruction Private Limited &
Canara Bank, the Company has fully repaid their debt. At the time of settlement, the
valuation of security has depleted to the half of its original value, based on the book
value of the assets due to business losses of the Company and its subsidiaries.
Dividend
During the year under review, the Board of Directors has not recommended dividend on
the Equity Shares of the Company. The Dividend Distribution Policy of the Company is
uploaded on the Company's website at the link https://www.reliancepower.
co.in/documents/2181716/2364859/Dividend_Distribution_ Policy_RPower.pdf
Deposits
The Company has not accepted any deposits from the public falling within the ambit of
Section 73 of the Companies Act, 2013 (the Act') and the Companies (Acceptance of
Deposits) Rules, 2014. There are no unclaimed deposits, unclaimed/ unpaid interest,
refunds due to the deposit holders or to be deposited with the Investor Education and
Protection Fund as on March 31, 2023.
Particulars of Loans, Guarantees or Investments
The Company has complied with the applicable provisions of Section 186 of the Act
during the year.
Pursuant to Section 186 of the Act, details of the Investments made by the Company are
provided in Note no. 3.2(a) of the standalone financial statement.
Subsidiaries and Associate Companies
The summary of the performance and financial position of each of the subsidiary
companies and associates are presented in Form AOC-1 and in Management Discussion and
Analysis report forming part of this Annual Report. Also, a report on the performance and
financial position of each of the subsidiaries and associates as per the Act is provided
in the consolidated financial statement.
The Policy for determining material subsidiary company, as approved by the Board, may
be accessed on the Company's website at the link https://www.reliancepower.co.in/
documents/2181716/2364859/Policy_for_Determining_ Material_Subsidiary-new.pdf
Standalone and Consolidated Financial Statements
The audited financial statements of the Company drawn up both on standalone and
consolidated basis, for the financial year ended March 31, 2023, in accordance with the
requirements of the Companies (Indian Accounting Standards) Rules, 2015 ("Ind
AS") notified under Section 133 of the Act, read with relevant rules and other
accounting principles. The Consolidated Financial Statements have been prepared in
accordance with Ind AS and relevant provisions of the Act based on the financial
statements received from subsidiaries and associates, as approved by their respective
Board of Directors.
Directors
In terms of the provisions of the Act, Shri Raja Gopal Krotthapalli, Non- Executive
Director of the Company retires by rotation and being eligible, offers himself for
re-appointment at the ensuing Annual General Meeting.
During the period under review, Shri Rahul Sarin ceased to be an Independent Director
of the Company due to health reasons with effect from April 22, 2022. Further, Dr. Thomas
Mathew resigned as Independent Director with effect from September 09, 2022 owning to
other preoccupations and commitments to complete some time bound responsibilities. The
Board places on record its sincere appreciation for the valuable contribution made by Shri
Rahul Sarin and Dr. Thomas Mathew during their tenure of association with the Company.
Shri Ashok Ramaswamy and Smt. Manjari Ashok Kacker were appointed as Additional Directors
in the capacity of Independent Directors with effect from April 22, 2022 and October 01,
2022, respectively, for a term of 5 consecutive years, subject to the approval of the
Members. Thereafter, the Members of the Company duly approved their appointments on May
24, 2022 and December 29, 2022 respectively through postal ballot.
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 programme for familiarisation of Independent
Directors with the Company, nature of the industry in which the Company operates and
related matters are uploaded on the website of the Company at the link: https://
www.reliancepower.co.in/documents/2181716/2364859/
Familiarization_programme_for_Independent Directors.pdf In the opinion of the Board, the
Independent Directors possess the requisite expertise and experience and are persons of
high integrity and repute. They fulfill the conditions specified in the Act and the
Listing Regulations made thereunder and are independent of the management.
Key Managerial Personnel (KMP)
During the year under review, Shri Akshiv Singhla was appointed as the Chief Financial
Officer (CFO) with effect from April 23, 2022 upon cessation of Shri Subrajit Bhowmick as
CFO with effect from April 22, 2022. Further, Shri Ashok Kumar Pal was appointed as the
CFO with effect from January 29, 2023 upon cessation of Shri Akshiv Singhla as CFO with
effect from January 28, 2023 due to change in his role to Business Strategy. Further, Shri
Ashok Kumar Pal, CFO was appointed as Manager and Smt. Ramandeep Kaur was appointed as
Company Secretary cum Compliance Officer of the Company under Section 203 of the Act with
effect from May 03, 2023 in place of Shri Murli Manohar Purohit, Manager and Company
Secretary cum Compliance Officer Shri Ashok Kumar Pal, Manager & Chief Financial
Officer and Smt. Ramandeep Kaur, Company Secretary cum Compliance Officer are the
Key Managerial Personnel (KMP) of the Company.
Evaluation of Directors, Board and Committees
The Nomination and Remuneration Committee of the Board of the Company has devised a
policy for performance evaluation of the Directors, Board and its Committees, which
includes criteria for performance evaluation.
Pursuant to the provisions of the Act and Requlation 17(10) of the Listing Requlations,
the Board has carried out an annual performance evaluation of its own performance, the
Directors individually as well as the evaluation of the working of the Committees of the
Board. The Board performance was evaluated based on inputs received from all the Directors
after considering the criteria such as Board Composition and structure, effectiveness of
Board / Committee processes and information provided to the Board, etc.
Pursuant to the Listing Regulations, performance evaluation of Independent Directors
was done by the entire Board, excluding the Independent Director being evaluated.
A separate meeting of the Independent Directors was also held for the evaluation of the
performance of Non-Independent Directors and the performance of the Board as a whole.
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, appointment and remuneration of Directors, Key Managerial Personnel and Senior
Management
Employees. The Committee has also formulated the criteria for determining
qualifications, positive attributes and independence of Directors. The Policy, inter
alia, covers the details of the remuneration of non executive Directors, key
managerial personnel and senior management employees, their performance assessment and
retention features. The Policy has been put up on the Company's website at
https://www.reliancepower.co.in/ documents/2181716/2364859/Policy on appointment
remuneration for Directors KMP and Senior Management Employees.pdf
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, 2023, 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, 2023 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 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, 2023 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 are 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 and 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 could have potential conflict with the interest of the
Company at large. During the year, the Company has not entered into any contract/
arrangement/transaction with related parties which could be considered material in
accordance with the policy of Company on materiality of related party transactions, or
which is required to be reported in Form AOC 2 in terms of section 134(3) (h) read
with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, as
amended. All Related Party Transactions were placed before the Audit Committee for
approval. Omnibus approval of the Audit Committee was obtained for the transactions, which
were of a repetitive nature. The 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 is uploaded on the Company's website
at the link https://www. reliancepower.co.in/documents/2181716/2364859/Policy for
Related Party Transaction new22.pdf Your Directors draw attention of the Members to Note
no. 11 to the Standalone financial statement, which sets out related party disclosures
pursuant to Ind AS and Schedule V of Listing Regulations.
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 which have occurred between the close of the financial year till the date of this
Report.
Meetings of the Board
During the financial year ended March 31, 2023, Six Board Meetings were held. Details
of meetings held and attended by each Director are given in the Corporate Governance
Report forming part of this Annual Report.
Audit Committee
As on date, Audit Committee of the Board consists of Independent Directors namely Shri
Ashok Ramaswamy as Chairperson, Smt. Chhaya Virani, Shri Vijay Kumar Sharma and
Smt. Manjari Ashok Kacker as Members.
During the year, all the recommendations made by the Audit Committee were accepted by
the Board.
Auditors and Auditors' Report
M/s. Pathak H.D. & Associates LLP, Chartered Accountants, were appointed as
statutory auditors of the Company at the 27th Annual General Meeting of the
Company held on September 14, 2021 to hold office for a term of 5 (five) consecutive years
until the conclusion of 32nd Annual General Meeting of the Company. The Company
has received confirmation from M/s. Pathak H.D. & Associates LLP, Chartered
Accountants that they are not disqualified from continuing as the Auditors of the Company.
Your Directors draw attention of the Members to the Page no. 220 of this report
which sets out the impact of Audit Qualifications on Consolidated Financial Statements.
The observations and comments given by the Auditors in their report, read together with
notes on Standalone financial statements are self explanatory and hence do not call for
any further comments under section 134 of the Act. No fraud has been reported by the
Auditor to the Audit Committee or the Board.
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, Dist.
Sangli, Maharashtra, for the financial year ending March 31, 2024 and their remuneration
is subject to ratification by the Members at the ensuing Annual General Meeting of the
Company.
The Provisions of Section 148(1) of the Act continue to apply to the Company and
accordingly the Company has maintained cost accounts and records in respect of the
applicable products for the year ended March 31, 2023.
Secretarial Standards
During the year under review, the Company has complied with the applicable Secretarial
Standards issued by The Institute of Company Secretaries of India (ICSI).
Secretarial Audit & Secretarial Compliance Report
Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
has appointed M/s. Ajay Kumar & Co., Company Secretaries in Practice, to undertake the
Secretarial Audit of the Company. The Audit Report of the Secretarial Auditors of the
Company and its material subsidiaries for the financial year ended March 31, 2023 are
attached hereto as Annexure A1 to A3. Pursuant to Regulation 24A of the Listing
Regulations, the Company has obtained Secretarial Compliance Report from a Practicing
Company Secretary on compliance of all applicable SEBI Regulations and circulars/
guidelines issued there under and copy of the same shall be submitted to the Stock
Exchanges within the prescribed due date.
The observations and comments given by the Secretarial Auditor in the Report are self -
explanatory and hence do not call for any further comments under section 134 of the Act.
Annual Return
As required under Section 134(3)(a) of the Act, the Annual Return for the financial
year 2022-23 is uploaded on the Company's website and can be accessed at the link https://
www.reliancepower.co.in/web/reliance-power/investor-desk
Particulars of Employees and Related Disclosures
In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) & 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended, a statement showing the names and other particulars of the employees drawing
remuneration in excess of the limits set out in the said Rules are provided in the Annual
Report. 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, as amended, also form part of this
Annual Report. However, having regard to the provisions of second proviso to Section
136(1) of the Act, 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 the same may write to the Company Secretary and will be furnished on request.
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 B
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, 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 M/s. Ajay Kumar & Co.,
Practicing Company Secretaries, confirming compliance to the conditions of Corporate
Governance as stipulated under Para E of Schedule V to the Listing Regulations is enclosed
to this Report.
Whistle Blower / 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 policy has been overseen by the Audit Committee. No person has been denied
for direct access to the Chairperson of the Audit Committee.
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 at the link
https://www.reliancepower. co.in/documents/2181716/2359750/Whistle Blower Vigil
Mechanism Policy.pdf
Risk Management
The Board of the Company has constituted a Risk Management Committee which consists of
majority of Independent Directors and also senior managerial personnel of the Company. 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 Business Risk Management 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 coroporate level. More details on Risk Management indicating
development and implementation of Risk Management policy including identification of
elements of risk and their mitigation are covered in Management Discussion and Analysis
section, which forms part of this Report.
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. The Company has also constituted an Internal
Compliance Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
Corporate Social Responsibility
The Company has constituted Corporate Social Responsibility (CSR) Committee in
compliance with the Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014. The CSR Committee has formulated a Corporate Social
Responsibility Policy (CSR policy) indicating the activities to be undertaken by the
Company. The CSR policy formulated by the Committee may be accessed on the Company's
website at the link https://www. reliancepower.co.in/documents/2181716/2359750/CSR
Policy.pdf At present, the CSR Committee of the Board consist of Independent
Directors namely Smt. Chhaya Virani, as Chairperson, Smt. Manjari Ashok Kacker, Shri Vijay
Kumar Sharma and Shri Ashok Ramaswamy, as Members. The disclosure with respect to CSR
activities is given as Annexure - C.
Significant and Material 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 of the Company and its operations.
Internal Financial Controls and their adequacy
The Company has in place adequate internal financial controls with reference to
financial statement across the organization. The same is subject to review periodically by
the internal audit cell for its effectiveness. During the financial year, such controls
were tested and no reportable material weaknesses in the design or operations were
observed.
Business Responsibility & Sustainability Report
Business Responsibility & Sustainability Report for the year under review as
stipulated under the Listing Regulations is presented under separate section forming part
of this Annual Report.
Proceeding under the Insolvency and Bankruptcy Code, 2016("IBC")
The application under Insolvency and Bankruptcy Code, 2016("IBC") pending in
the last financial year has been withdrawn during the year under review.
General
During the year under review, no amount is proposed to be transferred to reserves.
Further, there is no issue of equity shares with differential rights as to dividend,
voting or otherwise, issue of sweat equity shares to its Directors or Employees, during
the year under review.
Acknowledgements
Your Directors would like to express their sincere appreciation for the cooperation and
assistance received from Members, debenture holders, debenture trustee, 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.
For and on behalf of the Board of Directors
|
Chhaya Virani |
Ashok Ramaswamy |
|
Director |
Director |
|
(DIN:06953556) |
(DIN:00233663) |
Mumbai |
|
|
May 15, 2023 |
|
|
|