Reliance Power : Annual Report 2021-22

Power

Annual Report

2021-22

Padma Vibhushan

Shri Dhirubhai H. Ambani

(28th December, 1932 - 6th July, 2002) Reliance Group - Founder and Visionary

Reliance Power Limited

Board of Directors

Shri Sateesh Seth

Smt. Chhaya Virani

Shri Vijay Kumar Sharma

Dr. Thomas Mathew

Shri Ashok Ramaswamy

Shri K. Raja Gopal

Key Managerial Personnel

Shri Akshiv Singhla

- Chief Financial Officer

Shri Murli Manohar Purohit - Company Secretary Cum Compliance Officer & Manager

Auditors

M/s. Pathak H. D. & Associates LLP

Registered Office

Reliance Centre, Ground Floor,

19, Walchand Hirachand Marg,

Ballard Estate, Mumbai 400 001

CIN: L40101MH1995PLC084687

Tel : [phone], Fax: [phone]

E-mail: [e-mail]

Website: www.reliancepower.co.in

Registrar and Transfer Agent

KFin Technologies Limited

Unit: Reliance Power Limited

Selenium, Tower - B, Plot No. 31 & 32

Survey No. 116/22, 115/24, 115/25

Financial District, Nanakramguda

Hyderabad 500 032

Website : www.kfintech.com

Investor Helpdesk
Toll free no. (India)	:	1800 309 4001
Fax no.	: [phone]
E-mail	:	[e-mail]

Contents	Page No.
Notice of Annual General Meeting...............................................	04
Directors' Report.............................................................................	10
Management Discussion and Analysis..........................................	24
Business Responsibility Report......................................................	29
Corporate Governance Report.......................................................	37
Certificate on Corporate Governance by
practicing Company Secretary.......................................................	52
Investor Information.......................................................................	53
Independent Auditors' Report on the
Financial Statement.......................................................................	59
Balance Sheet.................................................................................	68
Statement of Profit and Loss........................................................	69
Statement of Changes in equity...................................................	70
Cash Flow Statement.....................................................................	72
Notes to the Standalone Financial Statement............................	74
Independent Auditors' Report on the
Consolidated Financial Statement..............................................	118
Consolidated Balance Sheet.......................................................	124
Consolidated Statement of Profit and Loss...............................	125
Consolidated Statement of Changes in equity.........................	126
Consolidated Cash Flow Statement...........................................	128
Notes to the Consolidated Financial Statement.......................	130
Statement containing salient features of the
financial statement of subsidiaries /
associates companies/joint ventures.........................................	197

28th Annual General Meeting on Saturday, July 2, 2022 at 10.00 A.M. (IST) through Video

Conferencing (VC) / Other Audio Visual Means (OAVM)

The Annual Report can be accessed at www.reliancepower.co.in

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Reliance Power Limited

Notice

Notice is hereby given that the 28th Annual General Meeting (AGM) of the Members of Reliance Power Limited will be held on Saturday, July 2, 2022 at 10.00 A.M. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM), to transact the following business:

Ordinary Business:

1. To consider and adopt:
2. 1. the audited financial statement of the Company for the financial year ended March 31, 2022 and the reports of the Board of Directors and Auditors thereon, and
   2. the audited consolidated financial statement of the Company for the financial year ended March 31, 2022 and the report of the Auditors thereon.
3. To appoint a Director in place of Shri Sateesh Seth (DIN: 00004631), who retires by rotation under the provisions of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

Special Business:

1. Payment of remuneration to Cost Auditors for the financial year ending March 31, 2023
   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 other applicable provisions, if any, of the Companies Act, 2013 (the 'Act') and the relevant Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), M/s. V. J. Talati & Co., Cost Accountants (Firm Registration No. R00213) appointed 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, 2023, be paid a remuneration of `15,000/- (Rupees fifteen thousand only) excluding applicable taxes and out of pocket expenses, if any;
   RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."
2. Monetization of Assets
   To consider and, if thought fit, to pass the following resolution as a Special Resolution:
   "RESOLVED THAT in terms of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") read with the rules made thereunder and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), any other applicable rules, regulations, guidelines and other provisions of law, enabling provisions of the Memorandum of Association and Articles of Association of the Company and subject to all necessary approvals, consents, permissions and sanctions, from the concerned authorities / bodies including lenders and other persons holding encumbrance / charge, and subject to such terms and conditions and / or modifications as may be prescribed by any of them while granting such approvals, permissions, consents and / or sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the "Board" which term shall include any Committee which the Board has constituted or may constitute to exercise its

powers, including the powers conferred under this Resolution on any person duly authorised by the Board in these behalf), consent of the Members of the Company be and is hereby accorded to the Board to sell, lease, convey, transfer, assign, deliver or otherwise dispose off, from time to time, in one or more tranches, all or any of the tangible and / or intangible assets, properties, investments, contracts, book debts, rights, licenses, permits or other assets of whatsoever nature and / or the whole or substantially the whole of the undertaking or undertakings of the Company and / or to mortgage, charge, convey and deliver or otherwise dispose off and / or cause to be sold, assigned, transferred and delivered, investment in subsidiaries, associates or joint ventures of the Company together with all their respective assets and / or liabilities / obligations of whatsoever nature and kind and wheresoever situated, in whole or in part; on a going concern basis or otherwise, in such manner and for such consideration and at such time and on such terms and conditions, as the Board may in its absolute discretion deem fit and appropriate.

RESOLVED FURTHER THAT the authority and liberty be and is hereby specifically conferred on the Board without being required to seek any further consent or approval of the Members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution to finalise and execute necessary documents including but not limited to agreements, memoranda, deeds of assignment / conveyance and other ancillary documents, with effect from such date and in such manner and to undertake all such acts, deeds, matters and things as may be deemed necessary, proper, desirable and expedient in its absolute discretion, for the purpose of giving effect to this resolution or any matter incidental thereto, and to settle and finalise any question, difficulty or doubt that may arise in this regard.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers conferred on it by or under this resolution to any Committee of Directors of the Company or to any Director of the Company or any other officer(s) or employee(s) of the Company as it may consider appropriate in order to give effect to this resolution."

By Order of the Board of Directors Murli Manohar Purohit Company Secretary & Compliance Officer

Registered Office:

Reliance Centre, Ground Floor,

19, Walchand Hirachand Marg, Ballard Estate, Mumbai - 400001 CIN: L40101MH1995PLC084687 Website: www.reliancepower.co.in

May 13, 2022

Notes:

1. Statement pursuant to Section 102(1) of the Companies Act, 2013 (the "Act"), in respect of the Special Business to be transacted at the Annual General Meeting ("AGM") is annexed hereto.Details of Directors whose appointment is proposed pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") and Secretarial Standards on General Meeting (SS-2) is also provided.

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Reliance Power Limited

Notice

1. The Ministry of Corporate Affairs ("MCA") has vide its circular dated May 5, 2020 read with circulars dated April 8, 2020, April 13, 2020, January 13, 2021 and May 05, 2022 (collectively referred to as "MCA Circulars") permitted the holding of the "AGM" through Video Conferencing (VC) / Other Audio Visual Means (OAVM), without the physical presence of the Members at a common venue. Accordingly, in compliance with the provisions of the Act, the Listing Regulations and MCA Circulars, the AGM of the Company is being held through VC / OAVM.
2. Since the AGM is being held through VC / OAVM, physical attendance of Members has been dispensed with.
   Accordingly, the facility for appointment of proxies will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
3. Re-appointmentof Director:
   At the ensuing AGM, Shri Sateesh Seth (DIN: 00004631) Director of the Company retires by rotation under the provisions of the Act and being eligible, offers himself for re- appointment. The Board of Directors of the Company have recommended the re-appointment.
   The relevant details pertaining to Shri Sateesh Seth are furnished hereunder:
   Shri Sateesh Seth, 66 years, is a Fellow Chartered Accountant and a Law Graduate. He has vast experience in general management. He has been appointed as a Director of the Company with effect from July 18, 2014. He has attended six Board meetings of the Company held during the financial year. He is also on the Board of Reliance Infrastructure Limited, Reliance Defence and Aerospace Private Limited, Reliance Defence TechnologiesPrivate Limited, Reliance Defence Systems Private Limited, Reliance Defence Limited, BSES Rajdhani Power Limited and BSES Yamuna Power Limited. He was paid ` 2.4 lakh in the form of sitting fees. He shall be paid remuneration by way of fee for attending the meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings.
   As on March 31, 2022, Shri Sateesh Seth holds 29 shares in the Company. He does not hold any relationship with other Directors and Key Managerial Personnel of the Company.
   Except Shri Sateesh Seth, none of the Director / 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 2 of the Notice.
4. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 13, 2022 (collectively referred to as "Circulars"). Notice of the AGM along with the Annual Report 2021-22 is being sent only through electronic mode to those Members whose email addresses are registered with the Company or CDSL / NSDL ("Depositories"). Members may note that the Notice and Annual Report 2021-22 will also be available on the Company's website at www. reliancepower.co.in, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and also on the website of M/S. KFin Technologies Limited (KFintech) at www.kfintech.com.

1. Members whose email address is not registered can register the same in the following manner so that they can receive all communications from the Company electronically:
2. 1. Members holding share(s) in physical mode - by registering their email ID on the Company's website at https://www.reliancepower.co.in/web/reliance-power/shareholder-registration by providing the requisite details of their holdings and documents for registering their e-mail address; and
   2. Members holding share(s) in electronic mode - by registering / updating their e-mail ID with their respective Depository Participants ("DPs"). for receiving all communications from the Company electronically.
3. The Company has engaged the services of KFintech, Registrar and Transfer Agent as the authorized agency for conducting of the e-AGM and providing e-voting facility.
4. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
5. Since the AGM is being held through VC / OAVM, the Route Map is not annexed in this Notice.
6. Relevant documents referred to with the accompanying Notice calling the AGM are available on the website of the Company for inspection by the Members.
7. Members are advised to refer to the section titled 'Investor Information' provided in this Annual Report.
8. As mandated by SEBI, effective from April 1, 2019,

securities of listed companies shall be transferred only in dematerialised form. In view of the above and to avail various benefits of dematerialisation, Members are advised to dematerialise share(s) held by them in physical form.

1. Members are requested to fill in and submit the Feedback Form provided in the 'Investor Relations' section on the Company's website at www.reliancepower.co.in to aid the Company in its constant endeavor to enhance the standards of service to investors.
2. Instructions for attending the AGM and e-voting are as follows:

1. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of the Listing Regulations, the Company is offering e-voting facility to all Members of the Company. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners (in case of electronic shareholding) maintained by the Depositories as on the cut- off date i.e. Saturday, June 25, 2022 only shall be entitled to avail the facility of remote e-voting /e-voting at the AGM. KFintech will be facilitating remote e-voting to enable the Members to cast their votes electronically. Members can cast their vote online from 10.00 A.M. (IST) on Tuesday, June 28, 2022 to 5.00 P.M. (IST) on Friday, July 1, 2022. At the end of remote e-voting period, the facility shall forthwith be blocked.
2. Pursuant to SEBI circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on "e-voting facility provided by Listed Companies", which is effective from June 9, 2021, e-voting process has been enabled for all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.

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