1) (a) Contingent Liabilities
Counter guarantees / Bank guarantees issued on behalf of subsidiary
companies aggregating to Rs. 26,467,407,680 (Previous Year Rs.1
2,000,000,000) to power procurers / banks / financial institutions
primarily issued towards the construction of power plant / finance
raised by respective subsidiary.
(b) Capital Commitments
Estimated amount of contracts remaining unexecuted on capital account
(net of advances paid) and not provided for Rs 28,968,335 (Previous
Year Rs. Nil).
2) (Note No. 7 of Schedule 15 of financial statements) Composite Scheme
of Arrangement
(a) The Composite Scheme of Arrangement (''Scheme'') under Section 391 to
394 read with Sections 78, 100 to 103 of the Act between the Company,
Reliance Natural Resources Limited (RNRL), the wholly owned subsidiary
- Reliance Futura Limited (RFL) and four wholly owned subsidiaries of
RFL - Atos Trading Private Limited (ATPL), Atos Mercantile Private
Limited (AMPL), Reliance Prima Limited (RPrima) and Coastal Andhra
Power Infrastructure Limited (CAPIL) has been sanctioned by Hon''ble
High Court of Judicature at Bombay vide order dated October 1 5, 201 0.
The Scheme has become effective on October 29, 201 0 on filing with
Registrar of Companies (RoC) with an appointed date as on October 1 5,
2010
(b) RNRL was engaged in the business of sourcing, supply and
transportation of gas, coal and liquid fuels. It was also involved in
exploration and production of Coal Bed Methane (CBM) Blocks.
(c) Demerger of Business Undertaking of RNRL into the Company: In
accordance with the Scheme
i) The business undertaking of RNRL representing undertaking related to
exploration, fuel handling, shipping and related activities as a going
concern, has been transferred to the Company. The transfer of assets
and liabilities representing the business undertaking has been approved
by the Board of Directors (BoD) of the Company at their meeting held on
February 14, 2011.
ii) As a consideration, one fully paid equity share of Rs.1 0 each of
the Company has been allotted for every four fully paid up equity
shares of Rs.5 each of RNRL to shareholders of RNRL. Accordingly,
408,282,606 equity shares of Rs.10 each have been allotted to the
shareholders of RNRL and an equivalent amount of Rs. 4,082,826,060 has
been credited to share capital.
iv) On re-organisation of its share capital, RNRL has allotted 1 00,000
equity shares of Rs. 5 each to the Company and has become a wholly
owned unlisted subsidiary, v) The difference in accounting policy with
regard to depreciation on fixed assets between RNRL and the Company
aggregating to Rs. 35,667,493 has been adjusted to the General Reserve
of the Company.
(d) Transfer of exploration block undertakings from the Company to
CAPIL, ATPL, AMPL, RPrima In accordance with the Scheme
i) The acquired CBM blocks from RNRL at Sohagpur (Madhya Pradesh),
Barmer (Rajasthan), Kothagudam (Andhra Pradesh) and Oil Blocks at
Mizoram, have been transferred to CAPIL, ATPL, AMPL and RPrima,
respectively as a going concern,
ii) There is no consideration on transfer of these blocks to respective
subsidiaries as these subsidiaries are directly/indirectly controlled
by the Company,
iii) The assets and liabilities have been transferred at book values to
the respective subsidiaries and the aggregate amount of net assets
transferred amounting to Rs. 45,430,042 has been debited to General
Reserve (created pursuant to the Scheme).
(e) Merger of RFL with the Company:
RFL was incorporated with the main objects of designing, developing,
engineering power projects, etc. in India and abroad
In accordance with the Scheme
i) Net assets aggregating to Rs. 1 95,779,841 transferred have been
accounted for at a fair value in the books of the Company. The net
assets taken over primarily include Investments in mutual funds,
ii) There is no consideration payable as the entire share capital has
been held by the Company and accordingly for an equivalent amount of
net assets taken over, capital reserve of Rs. 1 95,779,841 has been
created,
iii) The merger has been accounted for under the Purchase Method as
prescribed by Accounting Standard 14 (AS 14) ''Accounting for
Amalgamations'' as prescribed under the Companies (Accounting Standards)
Rules, 2006
3) (Note No. 8 of Schedule 1 5 of financial statements)
RNRL had issued 4.928% Convertible Bonds (FCCBs) of USD 300,000,000
vide letter of offer dated October 12, 2006. As per the terms of the
above mentioned scheme, FCCBs shall be treated as FCCBs issued by the
Company with same rights and obligations. The Bonds are convertible
into equity shares at any time on or after November 27, 2006 and before
October 11
2011 at the option of the Bondholder. The bonds are secured by the
issuance of an irrevocable letter of credit to the trustee on behalf of
the Bondholders by Barclays Bank Pic. The principal value of FCCBs are
convertible at an exchange rate of Rs. 45.61 5 for one USD, determined
on the basis of the buying rate on October 1 2, 2006. The Bonds were
originally convertible at a price of Rs. 26 per share for each fully
paid share of Rs. 5 to be issued by RNRL. Upon the scheme (Refer Note 7
above) being effective and on the basis of share exchange ratio given
in 7 (c) above, the effective conversion price of the Bond stands at
Rs. 104 per share for every fully paid equity share of Rs. 1 0 each to
be issued by the Company on exercise of the option. The Bond may
subject to certain conditions relating to trading of shares, be
redeemed at the option of the Company on or after November 7 2007 and
on or before October 1 0, 2011. The Bonds, however, fall due for
redemption at the principal amount on October 1 7 2011, unless they are
previously redeemed, converted, purchased or cancelled.
During the year, one FCCB having a face value of USD 1 00,000 has been
converted against which the Company has allotted 43,860 fully paid
equity shares of Rs. 1 0 each at a premium of Rs. 94 per share on the
basis of effective price stated above
4) (Note No. 9 of Schedule 15 of financial statements) Scheme of
Amalgamation between Company and SPIPL
Sasan Power Infraventures Private Limited (SPIPL), a wholly owned
subsidiary of the Company, incorporated with the main object to
operate, install, develop, promote and maintain projects in
infrastructure sectors including setting up power plants etc., was
amalgamated into the Company pursuant to the Scheme of Amalgamation
(Scheme), as on and from January 1, 2011, being the appointed date
pursuant to the approval of Board of Directors of the Company and
sanctioned by the Hon''ble High Court of Judicature at Bombay vide its
order dated April 29, 2011 which was filed with the Registrar of
Companies on May 25, 2011 The Company has carried out the accounting
treatment prescribed in the Scheme as approved by the Hon''ble High
Court of Judicature at Bombay. The required disclosures as per
paragraph 42 of Accounting Standard 14 (AS 14) ''Accounting for
Amalgamations'' as prescribed under the Companies (Accounting Standards)
Rules, 2006 has been provided. Further, the Company has also been
legally advised that the said accounting treatment carried out in line
with the Scheme approved by the Hon''ble Court of Judicature at Bombay
is not in violation of any applicable rules and regulations. Hence, in
accordance with the Scheme
a) The Company has taken over all the assets aggregating to Rs.
1,887,775,1 20 and liabilities aggregating to Rs. 1 7,072,226 at their
respective book values. The difference aggregating to Rs. 1,870,702,894
being the excess arising on transfer of assets and liabilities has been
credited to General Reserve (arising pursuant to the Scheme).
b) There is no consideration payable or receivable on implementation of
the Scheme as the Scheme involves a wholly owned subsidiary. The entire
issued, subscribed and paid up capital of the subsidiary has been
cancelled and no shares have been allotted or exchanged in lieu of the
same.
c) Investments in equity share capital of SPIPL amounting to Rs.
1,780,1 00,000 has been written off in the Profit and Loss Account and
an equivalent amount has been withdrawn from General Reserve vide board
approval dated May 27, 2011, to off-set the said write off and credited
the same to Profit and Loss Account.
Had the Scheme not prescribed the above accounting treatments, the
treatment in accordance with AS 14 would have been:
a) Rs. 1,870,702,894 being the excess arising on transfer of assets and
liabilities credited to General Reserve (arising pursuant to the
Scheme), would have been credited to Capital Reserve.
b) Rs. 1,780,1 00,000 being the investment of the Company (share
capital plus securities premium) in SPIPL debited to the Profit and
Loss Account, would be debited to the Capital Reserve.
c) Rs. 1,780,1 00,000 withdrawn from General Reserve would have not
been withdrawn The above accounting treatment as per the Scheme does
not have a material impact on the Profit for the year and on the net
worth of the Company.
5) (Note No. 10 of Schedule 15 of financial statements) Employee Stock
Option Scheme (ESOS)
Pursuant to the approval accorded by the Shareholders on September 30,
2007 under Section 81(1 A) of the Companies Act,1 956, the Company has
administered and implemented Employee Stock Option Scheme (ESOS) in
terms of the Securities and Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines,1 999
(Guidelines). The Board of Directors of the Company have constituted
its ESOS compensation committee to operate and monitor the ESOS scheme
which is administered through ESOS Trust.
The ESOS compensation committee of the Board of Directors of the
Company approved a grant of upto 20,000,000 stock options to the
eligible employees of the Company and its subsidiaries on May 8, 201 0.
The options are granted to the employees of the Company and its
subsidiaries on satisfying the performance and other eligibility
criteria set out in ESOS Plan. In accordance with the scheme, each
option entitles the employee to apply for one fully paid equity share
of Rs. 1 0 of the Company at an exercise price of Rs. 1 62 per share.
The vesting period of options will commence on expiry of one year from
the grant date and all the options granted shall vest immediately. The
vested options can be exercised by the eligible employees over a period
of nine years from the date of vesting.
The Company has opted for accounting the Compensation expenses under
''Intrinsic Value Method''. The closing market price on the date of grant
was Rs. 1 40.20 per share at National Stock Exchange (being latest
trading price with highest trading volume) As the exercise price of the
share is more than market price, the Company has not accounted for any
compensation cost during the year. The Company has advanced Rs.
1,400,01 0,000 (disclosed under Schedule 7 - Loans and Advances) to the
ESOS trust for purchase of equity shares from the market. The ESOS
trust has purchased 8,500,000 shares from the given advance
6) (Note No. 11 of Schedule 15 of financial statements) Project Status
a) The Company is currently developing a 7,480 MW gas-fired power
project to be located at the Dhirubhai Ambani Energy City in Dehra
village, Dadri, Uttar Pradesh. The State of Uttar Pradesh in the year
2004 has acquired 2,1 00 acres of land and conveyed the same to the
Company in the year 2005. While the State is in the process of
acquiring further 400 acres of land for the project, a few land owners
have filed writ petitions before the Allahabad High Court challenging
the acquisition process under the Land Acquisition Act, 1894 (the
Act). The Allahabad High Court has disposed off the writ petitions
upholding the Section 4 notification and directed compliance with
certain procedures relating to land acquisition that were left out
earlier by State Government. The Company has filed appeal against the
Allahabad High Court order which is now pending before Supreme Court.
Few land owners have also filed appeals/petitions before the Supreme
Court challenging Allahabad High Court upholding Section 4 notification
and alleging highhanded and forceful actions during the acquisition
process, which are pending.
b) The construction and other allied activities at Dadri project will
be commenced as soon as the gas supply is firmed up and on settlement
of land acquisition issues. Expenditure incurred during the
construction and incidental to setting up the project are carried
forward as Capital Work in Progress. These expenses would be
capitalised as fixed assets on completion of the project and
commencement of commercial operations. Considering the current status
and future plans with regard to the project, the Company does not
envisage provision for impairment as at the balance sheet date.
7) (Note No. 12 of Schedule 15 of financial statements) Assignment of
Samalkot Power Project
During the year, the Company had entered into Erection, Procurement,
Construction and Service contract with Reliance Infrastructure Limited
(R Infra) for its proposed 2,400 mega watt gas based power project
(Samalkot Power Project) at Samalkot (Andhra Pradesh). As per the terms
of contract, the Company had given an advance of Rs. 7,874,400,000 to R
Infra. The Company has entered into Deed of assignment on March 21, 201
1 with a wholly owned subsidiary Samalkot Power Limited (special
purpose vehicle (SPV) for Samalkot Power Project). In accordance with
the terms of assignment, the Company has transferred all rights,
obligations, assets including the aforesaid advance and liabilities,
pertaining to the Samalkot Power Project to the said SPV. The said
capital advance paid has been considered as an Inter-Corporate Deposit
as at the year end.
8) (Note No. 13 of Schedule 15 of financial statements)
Disclosure under Accounting Standard 1 5 (revised 2005) Employee
Benefits (AS-1 5) The Company has classified various employee benefits
as under: Defined contribution plans
(a) Provident fund
(b) Superannuation fund
(c) State defined contribution plans
- Employees'' Pension Scheme 1995 The provident fund and the state
defined contribution plan are operated by the regional provident fund
commissioner and the superannuation fund is administered by the trust.
Under the schemes, the Company is required to contribute a specified
percentage of payroll cost to the retirement benefit schemes to fund
the benefits.
Defined Benefit Plans
(a) Gratuity
(b) Leave encashment
Leave encashment is payable to eligible employees who have earned
leave, during the employment and/or on separation as per the Company''s
policy.
11) (Note No. 14 of Schedule 15 of financial statements)
Related Party Transactions
As per accounting standard-1 8 ''Related Party Disclosures'' as
prescribed under Companies (Accounting Standards) Rules, 2006 the
Company''s related parties and transactions are disclosed below:
A. Parties where Control exists
(i) Subsidiaries: (Direct and Step Down Subsidiaries)
1. Sasan Power Limited (SPL)
2. Rosa Power Supply Company Limited (RPSCL)
3. Maharashtra Energy Generation Limited (MEGL)
4. Vidarbha Industries Power Limited (VIPL)
5. Tato Hydro Power Private Limited (THPPL)
6. Siyom Hydro Power Private Limited (SHPPL)
7. Chitrangi Power Private Limited (CPPL)
8. Urthing Sobla Hydro Power Private Limited (USHPPL)
9. Kalai Power Private Limited (KPPL)
10. Coastal Andhra Power Limited (CAPL)
11. Reliance Coal Resources Private Limited (RCRPL)
12. Reliance Power International SARL (RPIS)
13. Sasan Power Infrastructure Limited (SPIL) (w.e.f 16.08.2010)
14. Erstwhile Sasan Power Infraventures Private Limited (Erstwhile
SPIPL) (w.e.f. 1 6.08.2010) (Refer Note 9 above)
15. Maharashtra Energy Generation Infrastructure Limited (MEGIL)
16. Amulin Hydro Power Private Limited (AHPPL)
17. Emini Hydro Power Private Limited (EHPPL)
18. Mihundon Hydro Power Private Limited (MHPPL)
1 9. Jharkhand Integrated Power Limited (JIPL)
20. Reliance CleanGen Limited (Formerly Reliance Patalganga Power
Limited) (RPPL) (w.e.f. 05.06.2010)
21. Rajasthan Sun Technique Energy Private Limited
(Formerly Ballerina Advisory Services Private Limited) (RSTEPL) (w.e.f.
29.07.2010)
22. Erstwhile Reliance Futura Limited (Erstwhile RFL) (w.e.f.
29.06.2010) (Refer Note 7 above)
23. Dahanu Solar Power Private Limited
(Formerly Reliance Last Mile Communications Private Limited) (DSPPL)
(w.e.f. 08.09.2010)
24. Solar Generation Company (Rajasthan) Private Limited (SGCPL)
(w.e.f. 29.09.2010)
25. Bharuch Power Limited (BPL) (w.e.f 08.06.2010)
26. Samalkot Power Limited (SMPL) (w.e.f. 29.07.2010)
27. Reliance Prima Limited (RPrima) (w.e.f. 30.06.2010)
28. Atos Trading Private Limited (ATPL) (w.e.f. 30.06.2010)
29. Atos Mercantile Private Limited (AMPL) (w.e.f 30.06.2010)
30. Coastal Andhra Power Infrastructure Limited (CAPIL)
31. Reliance Power Netherlands BV (RPN) (w.e.f. 09.07.2010)
32. PT Heramba Coal Resources (PTH) (w.e.f. 02.08.2010)
33. PT Avaneesh Coal Resources (PTA) (w.e.f. 02.08.2010)
34. Reliance Natural Resources Limited (RNRL) (w.e.f. 15.10.2010)*
35. Reliance Fuel Resources Limited (RFRL) (w.e.f. 1 5.1 0.201 0)*
36. Reliance Natural Resources (Singapore) Pte Limited
(RNRL-Singapore) (w.e.f. 15.10.2010)*
37. Reliance Renewable Power Private Limited (RRPPL) (w.e.f.
29.10.2010)
38. Reliance Biomass Power Private Limited (RBPPL) (w.e.f 1 0.1 1.201
0)
39. Reliance Solar Resources Power Private Limited (RSRPPL) (w.e.f 1
0.11.201 0)
40. Reliance Clean Power Private Limited (RCPPL) (w.e.f 1 0.11.201 0)
41. Reliance Tidal Power Private Limited (RTPPL) (w.e.f 1 0.11.201 0)
42. Reliance Geothermal Power Private Limited (RGTPPL) (w.e.f 1
0.11.201 0)
43. Reliance Wind Power Private Limited (RWPPL) (w.e.f 11.11.201 0)
44. Reliance Green Power Private Limited (RGPPL) (w.e.f 11.11.201 0)
45. PT Sumukha Coal Services (PTS) (w.e.f 1 5.1 0.201 0)
46. PT Brayan BintangTiga Energi (BBE) (w.e.f 04.1 0.201 0)
47. PTSriwijiya BintangTiga Energi (SBE) (w.e.f 04.1 0.201 0)
transferred on account of Composite Scheme of Arrangement (Refer Note 7
above)
(ii) Major Investing Parties/Promoters having significant influence on
the Company directly or indirectly
Companies
Reliance Infrastructure Limited (R Infra)
AAA Project Ventures Private Limited (APVPL)
Individual
Shri Anil D Amban
B. Other related parties with whom transactions have taken place
during the year:
(i) Key Managerial Personnel
1. Shri K H Mankad (Whole-time Director) (up to March 13, 2011)
2. Shri J P Chalasani (Chief Executive Officer)
3. Shri Paresh Rathod (Manager)
(ii) Enterprises over which individual described in clause A (ii) above
has control
1. Reliance Infocomm Infrastructure Private Limited (RIIPL)
2. Reliance General Insurance Company Limited (RGICL)
3. Reliance Communication Infrastructure Limited (RCIL)
4. Reliance Capital Limited (RCL)
5. Reliance Communication Limited (RCom) (iii) Others
BSES Kerala Power Limited (BKPL), subsidiary of R Infra
(iii) Other transactions:
a) The Company has pledged 51 % of its holding in equity shares of
Sasan Power Limited and Coastal Andhra Power Limited in accordance with
sponsored support agreement dated April 21, 2009 and July 7, 201 0
respectively as a security towards the term loan availed by these
companies.
b) The Company has given equity support undertaking/financial support
undertaking towards cost overrun to financial nstitution/banks for
rupee/foreign currency loan taken by Rosa Power Supply Company Limited,
Coastal Andhra Power Limited, Sasan Power Limited and Vidarbha
Industries Power Limited.
c) The Company has transferred all rights, obligations and assets
pertaining to 2,400 MW Samalkot Power Project to Samalkot Power Limited
in accordance with Deed of Assignment with the said Company. (Refer
Note 1 2 above)
d) Reliance Infrastructure Limited (R Infra) has issued Keep Well
Letter in favour of a bank, who in turn has issued letter of credit in
favour of FCCB holders of the Company, for which the Company has
incurred Rs. 3,21 5,1 14 towards keep well charges during the period
October 1 5, 201 0 to March 31, 2011
e) The Company on behalf of the subsidiary - JIPL has paid Rs.
8,900,000,000 as an advance against EPC contract entered by JIPL with R
Infra. The said advance has been considered as Inter Corporate Deposit
and accordingly disclosed.
f) During the year, pursuant to the Composite Scheme of Arrangement,
the Company has entered into transactions with subsidiaries in
accordance with the Scheme sanctioned by Hon''ble High Court. (Refer
Note 7 above)
The above disclosures do not include transactions with public utility
service providers, viz, electricity, telecommunications in the normal
course of business.
9) (Note No. 1 6 of Schedule 1 5 of financial statements) Segment
Reporting
The Company operates in two business segments i.e. Power Generation and
Associated Business Activities (termed as Others) Associated Business
Activities includes project management, supervision and support
services for generation and allied processes Business segment have been
identified as reportable primary segment in accordance with Accounting
Standard 1 7 ''Segment Reporting'' as prescribed under Companies
(Accounting Standards) Rules, 2006, taking into account the
organisational and internal reporting structure as well as evaluation of
risk and return for these segments. Segment reporting policies are in
line with the accounting policies of the Company. Segment revenue,
segment expenses, segment assets and segment liabilities have been
identified to segments on the basis of their relationship to the
operating activities of the segment. Revenue, expenses, assets and
liabilities which relate to the Company as a whole and are not
allocable to segments on reasonable basis have been included as
unallocable.
10) (Note No. 21 of Schedule 15 of financial statements)
Disclosure under Micro, Small and Medium Enterprises Development Act,
2006
There are no Micro and Small Scale Business Enterprises, to whom the
Company owes dues, which are outstanding for more than 45 days as at
March 31, 2011. This information as required to be disclosed under the
Micro, Small and Medium Enterprises Development Act, 2006 has been
determined to the extent such parties have been identified on the basis
of information available with the Company.
11) (Note No. 22 of Schedule 15 of financial statements)
The Company has used the option available under Accounting Standard 11
as referred under Note 1 (d) above. The exchange gain/loss (disclosed
under Schedule 13) arising on revaluation of FCCB (including its
interest), being a liability other than on depreciable assets, has been
fully amortised upto March 31, 2011. Accordingly there is no
unamortised balance of the same as at the year end in Foreign Currency
Monetary Item Translation Difference Account,
12) (Note No. 24 of Schedule 15 of financial statements)
The management has been legally advised that the Company is considered
to be established with the object of providing nfrastructural
facilities and accordingly, Section 372A of the Companies Act, 1 956 is
not applicable to the Company.
13) (Note No. 26 of Schedule 15 of financial statements)
Figures for the previous year have been regrouped/rearranged wherever
necessary. Previous year figures are not comparable with that of the
current year on account of the effects of the Schemes. |