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Reliance Power
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Explore Reliance Power connections « Mar 10
Notes to Accounts Year End : Mar '11
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.
Source : Dion Global Solutions Limited
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