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Auditor Report of Reliance Infrastructure Ltd.

Mar 31, 2016

1. We have audited the accompanying standalone financial statements of Reliance Infrastructure Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. management''s Responsibility for the Standalone financial Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash fows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its Profits and its cash fows for the year ended on that date.

Emphasis of matter We draw attention to the following matters in the Notes to the standalone financial statements:

7. We draw attention to Note no. 34 of the standalone financial statements regarding the Scheme of Amalgamation (''the Scheme'') between Reliance Infraprojects Limited (wholly owned subsidiary of the Company) and the Company sanctioned by the Hon''ble High Court of Judicature at Bombay vide its order dated March 30, 2011, wherein the Company, as determined by the Board of Directors, is permitted to adjust foreign exchange/derivative/hedging contracts losses / gains debited/credited to the Statement of Profit and Loss by a corresponding withdrawal from or credit to General Reserve which overrides the relevant provisions of Accounting Standard 5 (AS 5) "Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies". The net foreign exchange gain of Rs, 36.72 Crore has been credited to the Statement of Profit and Loss and an equivalent amount has been transferred to General Reserve. Similarly, foreign exchange loss of Rs, 252.50 Crore attributable to fnance cost and net loss on account of derivative instrument / forward contracts of Rs, 27.04 Crore have been debited to the Statement of Profit and Loss and an equivalent amount has been withdrawn from General Reserve. Had such transfer / withdrawal not been done, Profit before tax for the year ended March 31, 2016 would have been lower by Rs, 242.82 Crore and General Reserve would have been higher by an equivalent amount.

8. We draw attention to Note no. 37 of the standalone financial statements, wherein in terms of the Scheme of amalgamation of Reliance Cement Works Private Limited with Western Region Transmission (Maharashtra) Private Limited (WRTM), wholly owned subsidiary of the Company, which was subsequently amalgamated with the Company w.e.f. April 1, 2013, WRTM or its successors is permitted to offset any extra ordinary / exceptional items, as determined by the Board of Directors, debited in the Statement of Profit and Loss by a corresponding withdrawal from General Reserve, which override the relevant provisions of Accounting Standard 5 (AS-5) ''Net Profit or loss for the Period, Prior Period Items and Changes in Accounting Policies''. The Board of Directors of the Company in terms of the aforesaid scheme, determined an amount of Rs, 948.62 Crore for the year ended March 31, 2016 as Exceptional items being bad debts of Rs, 143.97 Crore in respect of Goa power station and investment write off of Rs, 804.65 Crore comprising of Rs, 355.56 Crore being investment in an associate viz Delhi Airport Metro Express Private Limited, and investments in subsidiaries viz Mumbai Metro One Private Limited and GF Toll Road Private Limited of Rs, 305 Crore and Rs, 144.09 Crore respectively in view of the losses incurred upto March 31, 2016 by the said Subsidiaries, which have been debited in the Statement of Profit and Loss and an equivalent amount has been withdrawn from General Reserve. Had such withdrawal not been done, Profit before tax for the year ended March 31, 2016 would have been lower by Rs, 948.62 Crore and General Reserve would have been higher by an equivalent amount.

9. We draw attention to Note no. 33 of the standalone financial statements, regarding termination of Concession Agreement by Delhi Airport Metro Express Private Limited (DAMEPL), a SPV of the Company with Delhi Metro Rail Corporation (DMRC) for reasons stated therein. The matter is sub-judice and the ultimate recovery of the investment of the Company of Rs, 2,060.86 Crore in DAMEPL is dependent upon the outcome of the arbitration proceedings. The net amount outstanding in books of account as on March 31, 2016 is Rs, 447.10 Crore.

Our opinion is not modifed in respect of above matters.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

11. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014; as referred to in paragraph 7 and 8 above, the Company has exercised the option available as per court orders which overrides the relevant provisions of Accounting Standard 5 (AS-5) ''Net Profit or loss for the Period, Prior Period Items and Changes in Accounting Policies''.

(e) On the basis of the written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 26(a) on Contingent Liabilities to the standalone financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts – Refer Note 47 to the standalone financial statements;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) As informed to us, the fixed assets are physically verified by the Management according to a phased program designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed. However, we are informed that distribution system being underground is not physically verifiable.

(c) According to the information and explanations given to us and based on the examination of the registered sale deed / transfer deed / conveyance deed /possession letter/allotment letter and other relevant records evidencing title/possession provided to us, we report that, the title deeds of all the immovable properties comprising of land and buildings other than self-constructed properties recorded as fixed assets, which are freehold, are held in the name of the Company as at the balance sheet date, except the following:

Particulars of Land Total number Gross Block as Net Block as and Building of cases on march 31, on march 31, 2016 2016 (Rs, crore) (Rs, crore)

Freehold land at 12 114.14 114.14 various locations

Building at various 3 1.53 1.19 locations

Freehold land at 1 0.70 0.70 Hyderabad

Particulars of Land Remarks and Building

Freehold land at The title deeds are in the names of erstwhile various locations Companies that merged with the Company under Section 391 to 394 of the Companies Act, 1956 pursuant to Schemes of Amalgamation as approved by the Hon''ble High Courts.

Building at various locations

Freehold land at Title deeds are not available with the Company Hyderabad

In respect of immovable properties comprising of land and buildings that have been taken on lease and disclosed as fixed asset in the standalone financial statements, the lease agreements or other relevant records are in the name of the Company, except the following:

Particulars of Land Total number Gross Block as Net Block as and Building of cases on march 31, on march 31, 2016 2016 (Rs, crore) (Rs, crore)

Leasehold land at 3 0.35 0.31 various locations

Leasehold land at 4 4.28 0.64 various locations



Particulars of Land Remarks and Building

Leasehold land at The lease agreements are in the names of various locations erstwhile Companies that merged with the Company under Section 391 to 394 of the Companies Act, 1956 pursuant to Schemes of Amalgamation as approved by the Hon''ble High Courts. Leasehold land at Lease agreements are not available with the various locations Company

(ii) The inventory (excluding stocks with third parties) has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable. As informed, the discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to any company, frm, limited liability partnerships or other party covered in the register maintained under Section 189 of the Act. Accordingly, the provisions stated in paragraph 3(iii)(a), (b) & (c) of the Order are not applicable.

(iv) Based on information and explanation given to us in respect of loans, investments, guarantees and securities, the Company has complied with the provisions of Section 185 and 186(1) of the Act. Further, as the Company is engaged in the business of providing infrastructural facilities, the provisions of Section 186[except for sub-section(1)] are not applicable to it.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the provisions of Sections 73 to 76 of the Act and the rules framed there under.

(vi) We have broadly reviewed the books of account maintained by the Company in respect of products where the maintenance of cost records has been specified by the Central Government under sub-section (1) of Section 148 of the Act and the rules framed there under and we are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues as applicable except in case of Taxes on Consumption and sales of Electricity where there have been delays in depositing the dues.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, sales tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues as applicable were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, service-tax, customs duty, excise duty and value added tax as at March 31, 2016 which have not been deposited on account of a dispute are as follows:

Name of the statute Nature of dues Amount Period to which

(Rs,crore) the amount relates

Delhi Sales Tax Act, 1975 Sales Tax 129.961 2004-2005

Delhi Sales Tax on Works Contract Works Contract 0.052 2004-2005 Act, 1999 Tax

Orissa Sales Tax Act,1947 Sales Tax 3.463 2001-2002

West Bengal Value Added Tax Act, VAT 56.624 2010-2011 2003

West Bengal Value Added Tax Act, VAT 4.675 2008-2009 2003

Madhya Pradesh Value Added Tax VAT 3.126 2009-2010 Act, 2002

Central Sales Tax Act, 1956 - Central Sales 0.197 2009-2010 Madhya Pradesh Tax

Madhya Pradesh Entry Tax Act, 1976 Entry Tax 0.488 2009-2010

Uttar Pradesh Trade Tax Act, 1948 Sales Tax 0.249 2009-2010

Central Sales Tax Act, 1956 – Uttar Central Sales 0.0610 2010-2011 Pradesh Tax

Maharashtra Value Added Tax Act, Sales Tax 0.0711 2008-2009 2002

Uttar Pradesh Trade Tax Act, 1948 Sales Tax 0.0612 2006-2007

Central Sales Tax Act, 1956 – Uttar Central Sales 2.4813 2006-2007 Pradesh Tax

Uttar Pradesh Value Added Tax Act, VAT 0.0414 2011-2012 2008

Uttar Pradesh Entry Tax Act, 2007 Entry Tax 0.0515 2007-2008 & 2008-2009

Customs Act, 1962 Custom Duty 17.9316 2011-12

West Bengal Value Added Tax Act, VAT 25.46 2011-12 2003

Finance Act, 1994 Service Tax 2.53 2004-2006





Name of the forum where the Statute dispute is pending

Delhi sales Sales tax tribunal, New Delhi tax Act 1975 & Divisional Bench of Delhi High Court

Delhi sales Tax Deputy Commissioner (Appeal), on work Act 1999 Dept of Trade and Tax, New Delhi

orissa sales Tax Act Orissa Sales Tax Tribunal, Cuttack 1947

West Bengal Valu Appellate Additional Added Tax Act 2003 Commissioner, Kolkata

West Bengal Valu West Bengal Appellate Tribunal Added Tax act

Mandhya Pradhesh valu Tax Madhya Pradesh Commercial Tax act 2002 Appellate Board, Bhopal

Centrol sales Tax Madhya Pradesh Commercial Tax 1965 Appellate Board, Bhopal

Mandhya Pradhesh tax Madhya Pradesh Commercial Tax Act 1976 Appellate Board, Bhopal

Uttar Pradhesh Entry Additional Commissioner Grade II, Tax Act 1976 Appeals II, Noida

Centrol sales act Additional Commissioner Grade II, 1956 Appeals II, Noida

Maharastra Valu Added Joint Commissioner (Appeals) of tax Act 2002 Sales tax, Mumbai Uttar Pradhesh tax Act Additional Commissioner Appeals, 1948 Trade Tax Department Lucknow

central Sales Act Additional Commissioner Grade II, 1956 Appeals II, Noida

Uttar Pradhesh Valu Added Additional Commissioner Grade II, tax 2008 Appeals II, Noida

Uttar Pradhesh Tax Act Additional Commissioner Grade II, 2007 Appeals II, Noida

Customs Act 1962 Customs, Excise and Service Tax Appellate Tribunal, Chennai

west Bengal Vales West Bengal Appellate Tribunal added Tax 2003

Finance Act Customs, Excise and Service 1994 Tax Appellate Tribunal, New Delhi



Name of the statute Nature of dues Amount Period to which

(Rs, crore) the amount relates Uttar Pradesh Trade Tax Act, 1948 Sales Tax 2.2617 2007-2008

Central Sales Tax Act, 1956 – Uttar Central Sales 0.0218 2011-12 Pradesh Tax

Central Sales Tax Act, 1956 – Central Sales 1.9919 2011-12 Maharashtra Tax



Income Tax Act, 1961 Income Tax 544.27 A.Y.

(for which 2001-2002,

the tax

2002-2003, authorities are the appellant) 2003-2004,

2006-2007,

2007-2008 &2008-2009

Income Tax Act, 1961 Income Tax 651.21 A.Y. (for which 1978-1979, the tax

1998-1999, authorities are the appellant) 1999-2000,

2001-2002,

2002-2003,

2003-2004,

2004-2005,

2005-2006,

2007-2008,

2008-2009 & 2009-2010

Income Tax Act, 1961 Income Tax 435.56 A.Y.

(for which 2010-2011 & the tax 2011-2012 authorities are the appellant)

Income Tax Act, 1961 Income Tax 24.3020 A.Y.

2012-2013

Income Tax Act, 1961 Income Tax 8.27 AY 2010-11 Penalty

Income Tax Act, 1961 TDS 6.03 A.Y.

2008-2009, 2009-2010,

2010-2011 &

2011-2012



Name of the forum where the Statute dispute is pending

Uttar Pradhesh Trade Additional Commissioner Grade II, Tax Act 1948 Appeals 11, Noida

Central Sales tax Act Additional Commissioner Grade II, 1956 Appeals II, Noida

central sales tax Act Joint Commissioner (Appeals) of 1956 Maharastra Sales tax, Mumbai

Income Tax Act 1961 Supreme Court

Income Tax act 1961 Bombay High Court

Income Tax Act ,1961 Income Tax Appellate Tribunal, Mumbai

Income Tax Act, 1961 CIT (Appeals), Mumbai

Income Tax Act,1961 CIT (Appeals), Mumbai

Income Tax Act,1961 CIT (Appeals), Mumbai

Includes 1 Rs, 7.63 Crore, 2 Rs, 5,000, 3 Rs, 1.36 Crore, 4 Rs, 0.20 Crore, 5 Rs, 0.40 Crore, 6 Rs, 1.67 Crore,7 Rs, 0.04 Crore, 8 Rs, 0.13 Crore, 9 Rs, 0.09 Crore, 10 Rs, 0.02 Crore 1z1 Rs, 35,000, 12 Rs, 0.01 Crore, 13 Rs, 0.62 Crore, 14 Rs, 0.02 Crore, 15 Rs, 0.01 Crore, 16 Rs, 0.58 Crore, 17 Rs, 0.26 Crore, 18 Rs, 0.02 Crore, 19 Rs, 1.99 Crore, 20 Rs, 24.30 Crore paid / adjusted under protest.

*As per the terms of the contract the amount is recoverable from the customers.

(viii) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders.

(ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and in our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were raised except for term loan aggregating to Rs, 100 Crore obtained from Financial Institution for capital expenditure and investment in infrastructure projects which, as explained, pending utilization has been kept in cash credit account.

(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such instance by the management.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the provisions of Section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company and accordingly the provision of the clause 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions entered into by the Company with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable.

The details of related party transactions as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 have been disclosed in the financial statements.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence the provision of clause 3(xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its Directors.

(xvi) According to the information and explanation given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.



for Pathak H. D. & Associates for Haribhakti & co. LLP

Chartered Accountants Chartered Accountants

Firm Regn. No: 107783W Firm Regn. No: 103523W

Vishal D. Shah Bhavik L. Shah

Partner Partner

Membership No. 119303 Membership No.122071

Place : Mumbai Place : Mumbai

Date : May 28, 2016 Date : May 28, 2016


Mar 31, 2015

1. We have audited the accompanying standalone financial statements of Reliance Infrastructure Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and the matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls.

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its profits and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the following matters in the Notes to the standalone financial statements:

7. We draw attention to Note no. 33 of the standalone financial statements regarding termination of Concession Agreement by Delhi Airport Metro Express Private Limited (DAMEPL), a SPV of the Company with Delhi Metro Rail Corporation (DMRC) for reasons stated therein. The matter is sub-judice and the ultimate recovery of the investment of the Company of Rs. 1,702.10 crore in DAMEPL is dependent upon the outcome of the arbitration proceedings. The net amount outstanding in books of account as on March 31, 2015 is Rs. 443.90 crore.

8. We draw attention to Note no. 34 of the standalone financial statements regarding the Scheme of amalgamation between Reliance Infraprojects Limited (wholly owned subsidiary of the Company) and the Company, sanctioned by the Hon'ble High Court of Judicature at Bombay vide order dated March 30, 201 1, wherein the Company, as determined by its Board of Directors, is permitted to adjust foreign exchange/derivative/hedging contracts losses/gains debited/credited in the Statement of Profit and Loss by a corresponding withdrawal from or credit to General Reserve, which override the relevant provisions of Accounting Standard 5 (AS-5) 'Net Profit or loss for the Period, Prior Period Items and Changes in Accounting Policies'. Pursuant to the option exercised under the above scheme, the net foreign exchange gain of Rs. 117.25 crore for the year ended March 31, 2015 has been credited to Statement of Profit and Loss and an equivalent amount has been transferred to General Reserve. Similarly, foreign exchange loss of Rs. 236.1 1 crore attributable to finance cost and net loss on account of derivative instrument/ forward contract of Rs. 16.59 crore have been debited to the Statement of Profit and Loss and an equivalent amount has been withdrawn from General Reserve. Had such transfer/ withdrawal not been done, profit before tax would have been lower by Rs. 135.45 crore and General Reserve would have been higher by an equivalent amount.

9. We draw attention to Note no. 36 of the standalone financial statements wherein pursuant to the Capital Reduction Scheme entered into by Reliance Power Transmission Limited (RPTL) (wholly owned subsidiary of the Company) sanctioned by the Hon'ble High Court of Judicature at Bombay vide order dated October 31, 2014, RPTL has reduced its equity share capital and securities premium account to the tune of Rs. 606.49 crore. Accordingly, the Company has also written off its investment in RPTL by an equivalent amount and debited the same in the Statement of Profit and Loss.

10. We draw attention to Note no. 35 of the standalone financial statements, wherein the Hon'ble High Court of Judicature at Bombay vide order dated July 15, 2014 subject to certain approvals had approved the Scheme of Amalgamation of two wholly owned Subsidiaries of the Company viz. Western Region Transmission (Maharashtra) Private Limited (WRTM) and Western Region Transmission (Gujarat) Private Limited (WRTG) with the Company w.e.f. April 1, 2013 (Appointed date). All requisite approvals have been obtained; however, certain procedural formalities with Central Electricity Regulatory Commission (CERC) are required to be completed. Pending completion of procedural formalities, the Company has given effect to the substance of the Scheme and accordingly these subsidiaries have been amalgamated with the Company during the year ended March 31, 2015 with effect from the Appointed date.

11. We draw attention to Note no. 39 of the standalone financial statements, wherein pursuant to the Scheme of amalgamation between Western Region Transmission (Maharashtra) Private Limited (WRTM) and Reliance Cement Works Private Limited sanctioned by the Hon'ble High Court of judicature at Bombay on April 25, 2014, WRTM or its successors is permitted to offset any extra ordinary/exceptional items, as determined by the Board of Directors, debited in the Statement of Profit and Loss by a corresponding withdrawal from General Reserve, which override the relevant provisions of Accounting Standard 5 (AS-5) 'Net Profit or loss for the Period, Prior Period Items and Changes in Accounting Policies'. The Company being the successor of WRTM shall now be entitled to all the rights and the privileges of and shall be liable to fulfill all the obligations of and shall follow all the policies applicable to WRTM as if successor was the transferee company. During the year ended March 31, 2015, the Board of Directors of the Company in terms of the aforesaid scheme, determined an amount of Rs. 1,924.15 crore as Exceptional items being loss on reduction in value of investment in RPTL of Rs. 606.49 crore and write off of investments aggregating to Rs. 1,317.66 crore comprising of investment in Mumbai Metro Transport Private Limited Rs. 59.46 crore and Delhi Airport Metro Express Private Limited Rs. 1,258.20 crore, which have been debited in the Statement of Profit and Loss and an equivalent amount has been withdrawn from General Reserve. Had such withdrawal not been done, profit before tax would have been lower by Rs. 1,924.15 crore and General Reserve would have been higher by an equivalent amount.

Our opinion is not modified in respect of above matters.

Report on Other Legal and Regulatory Requirements

12. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

13. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014; as referred to in paragraph 8 and 11 above, the Company has exercised the option available as per court orders which overrides the relevant provisions of Accounting Standard 5 (AS-5) 'Net Profit or loss for the Period, Prior Period Items and Changes in Accounting Policies'.

e. On the basis of written representations received from the directors as on March 31, 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f. With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 26(a) to the standalone financial statements;

ii. Provision has been made for material foreseeable losses, if any, on long term contracts including derivative contracts - Refer Note 52 to the standalone financial statements;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to Auditors' Report on Standalone Financial Statements

Referred to in our Auditors' Report of even date to the members of Reliance Infrastructure Limited on the Standalone financial statements for the year ended March 31,2015

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) As informed to us, the fixed assets are physically verified by the Management according to a phased program designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed. However, we are informed that distribution system being underground is not physically verifiable.

(ii) (a) The inventory (excluding stocks with third parties) has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) In our opinion and according to the information and explanations given to us, the Company has not granted any loan, secured or unsecured, to any company, firm or other party covered in the register maintained under Section 189 of the Act. Accordingly, the provisions stated in paragraph 3(iii)(a) and (b) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct any major weaknesses in the aforesaid internal control system of the Company.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the provisions of Sections 73 to 76 of the Act and the rules framed there under.

(vi) We have broadly reviewed the books of account maintained by the Company in respect of products where the maintenance of cost records has been specified by the Central Government under sub-section (1) of Section 148 of the Act and the rules framed there under and we are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, employees' state insurance, income- tax, sales tax, wealth tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees' state insurance, income- tax, sales tax, wealth tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues as applicable were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise duty, value added tax and cess as at March 31, 2015 which have not been deposited on account of a dispute are as follows:

Name of the statute Nature of Amount dues (Rs. Crore)

Delhi Sales Tax Act, 2004 Sales Tax 129.96 1*

Delhi Sales Tax on Works Contract Works 0.05 2 Act, 1999 Contract Tax

Orissa Sales Tax Act,1947 Sales Tax 3.46 3

West Bengal Value Added Tax Act, VAT 177.53 4 2003

West Bengal Value Added Tax Act, VAT 56.62 5 2003

West Bengal Value Added Tax Act, VAT 4.67 6 2003

Madhya Pradesh Value Added Tax VAT 3.12 7 Act, 2002

Central Sales Tax Act, 1956 - Central Sales 0.19 8 Madhya Pradesh Tax

Madhya Pradesh Entry Tax Act, Entry Tax 0.48 9 1976

Uttar Pradesh Commercial Tax Sales Tax 0.24 10 Act, 1948

Central Sales Tax Act, 1956 Central Sales 0.06 11 - Uttar Pradesh Tax

Maharashtra Value Added Tax Sales Tax 0.07 12 Act, 2002

Uttar Pradesh Trade Tax Sales Tax 1.39 13 Act, 1948

Central Sales Tax Act, 1956 Central Sales 2.48 14 - Uttar Pradesh Tax

Uttar Pradesh VAT Act, 2008 VAT 0.04 15

Uttar Pradesh Entry Tax Entry Tax 0.04 16 Act, 2007

Customs Act, 1962 Custom Duty 17.93 17

West Bengal Value Added VAT 25.46 Tax Act, 2003

Finance Act, 1994 Service Tax 2.53

Uttar Pradesh Commercial Tax Sales Tax 1.68 18 Act, 1948

Uttar Pradesh VAT Act, 2008 VAT 0.12 19

Uttar Pradesh Commercial Tax Sales Tax 2.85 20 Act, 1948

Gujarat Commercial Tax Act, VAT 0.21 2003

Central Sales Tax Act, 1956 - Central Sales 0.02 21 Uttar Pradesh Tax

Income Tax Act, 1961 Income Tax 344.77

Income Tax Act, 1961 Income Tax 217.63 (for which the tax authorities are the appellant)

Income Tax Act, 1961 Income Tax 239.66 22

Income Tax Act, 1961 TDS 6.03

The Water (Prevention and Water Cess 0.73 Control Pollution) Cess Act, 1977

Name of the statute Period to which the amount relates

Delhi Sales Tax Act, 2004 2004-05

Delhi Sales Tax on Works Contract 2004-05 Act, 1999

Orissa Sales Tax Act,1947 2001-02

West Bengal Value Added Tax Act, 2009-10 2003

West Bengal Value Added Tax Act, 2010-11 2003

West Bengal Value Added Tax Act, 2008-09 2003

Madhya Pradesh Value Added Tax 2009-10 Act, 2002

Central Sales Tax Act, 1956 - 2009-10 Madhya Pradesh

Madhya Pradesh Entry Tax Act, 2009-10 1976

Uttar Pradesh Commercial Tax 2009-10 Act, 1948

Central Sales Tax Act, 1956 2010-11 - Uttar Pradesh

Maharashtra Value Added Tax 2008-09 Act, 2002

Uttar Pradesh Trade Tax 2006-07 Act, 1948

Central Sales Tax Act, 1956 2006-07 - Uttar Pradesh

Uttar Pradesh VAT Act, 2008 2011-12

Uttar Pradesh Entry Tax 2007-08 & Act, 2007 2008-09

Customs Act, 1962 2011-12

West Bengal Value Added 2011-12 Tax Act, 2003

Finance Act, 1994 2004-06

Uttar Pradesh Commercial Tax 2005-06 & Act, 1948 2008-09

Uttar Pradesh VAT Act, 2008 2010-11

Uttar Pradesh Commercial Tax 2007-08 Act, 1948

Gujarat Commercial Tax Act, 2010-11 2003

Central Sales Tax Act, 1956 - 2011-12 Uttar Pradesh

Income Tax Act, 1961 A.Y.

2001- 02,

2002- 03,

2003- 04,

2004- 05,

2005- 06,

2007- 08,

2008- 09 &

2009- 10

Income Tax Act, 1961 A.Y.

2010-11

Income Tax Act, 1961 A.Y. 2011-12 & A.Y. 2012-13

Income Tax Act, 1961 A.Y.

2008-09 - 2011-12

The Water (Prevention and 1998-99 Control Pollution) Cess Act, 1977

Name of the statute Forum where the dispute is pending



Delhi Sales Tax Act, 2004 Sales tax tribunal, New Delhi & Divisional Bench of Delhi High Court

Delhi Sales Tax on Works Contract Deputy Commissioner (Appeal), Act, 1999 Dept of Trade and Tax, New Delhi

Orissa Sales Tax Act,1947 Orissa Sales Tax Tribunal, Cuttack

West Bengal Value Added Tax Act, Deputy Commissioner, Kolkata 2003

West Bengal Value Added Tax Act, Appellate Additional 2003 Commissioner, Kolkata

West Bengal Value Added Tax Act, West Bengal Appellate Tribunal 2003

Madhya Pradesh Value Added Tax Madhya Pradesh Commercial Tax Act, 2002 Appellate Board, Bhopal

Central Sales Tax Act, 1956 - Madhya Pradesh Commercial Tax Madhya Pradesh Appellate Board, Bhopal

Madhya Pradesh Entry Tax Act, Madhya Pradesh Commercial Tax 1976 Appellate Board, Bhopal

Uttar Pradesh Commercial Tax Joint Commissioner Appeals, Act, 1948 Trade Tax Lucknow

Central Sales Tax Act, 1956 Joint Commissioner Appeals, - Uttar Pradesh Lucknow

Maharashtra Value Added Tax Joint Commissioner (Appeals) Act, 2002 of Sales tax, Mumbai

Uttar Pradesh Trade Tax Additional Commissioner Act, 1948 Appeals, Trade Tax Department Lucknow

Central Sales Tax Act, 1956 Additional Commissioner Grade - Uttar Pradesh II, Appeals II, Noida

Uttar Pradesh VAT Act, 2008 Additional Commissioner Appeals, Lucknow

Uttar Pradesh Entry Tax Additional Commissioner Act, 2007 Appeals, Trade Tax Department Lucknow

Customs Act, 1962 Customs, Excise and Service Tax Appellate Tribunal, Chennai

West Bengal Value Added Joint Commissioner Appeals, Tax Act, 2003 Kolkata

Finance Act, 1994 Customs, Excise and Service Tax Appellate Tribunal, New Delhi

Uttar Pradesh Commercial Tax Additional Commissioner Grade Act, 1948 II, Appeal II, Noida

Uttar Pradesh VAT Act, 2008 joint Commissioner (Appeals) Trade Tax, Lucknow

Uttar Pradesh Commercial Tax Additional Commissioner Act, 1948 Appeals, Trade Tax Department, Lucknow

Gujarat Commercial Tax Act, Joint Commissioner of 2003 Commercial Tax (Appeals), Gujarat

Central Sales Tax Act, 1956 - Additional Commissioner Uttar Pradesh Appeals, Lucknow

Income Tax Act, 1961 Bombay High Court

Income Tax Act, 1961 Income Tax Appellate Tribunal, Mumbai

Income Tax Act, 1961 CIT (Appeals), Mumbai

Income Tax Act, 1961 CIT (Appeals), Mumbai

The Water (Prevention and Bombay High Court Control Pollution) Cess Act, 1977

Includes 1 Rs. 7.63 crore, 2 Rs. 5,000, 3 Rs. 1.36 crore, 4 Rs.0.40 crore, 5 Rs.0.20 crore, 6 Rs.0.40 crore, 7 Rs. 1.67 crore, 8 Rs.0.04 crore, 9 Rs.0.13 crore, 10 Rs.0.09 crore, 11 Rs. 0.02 crore 12 Rs. 35,000, 13 Rs. 1.34 crore, 14 Rs.0.62 crore, 15 Rs.0.02 crore, 16 Rs.0.01 crore, 17 Rs.0.58 crore, 18 Rs.1.68 crore, 19 Rs.0.12 crore, 20 Rs.1.26 crore, 21 Rs. 0.02 crore, 22 Rs.215.36 crore paid/adjusted under protest.

*As per the terms of the contract the amount is recoverable from the customers.

(d) The Company has transferred the amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1 956) and rules made thereunder within the time limit prescribed.

(viii) The Company has no accumulated losses as at March 31, 2015 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(ix) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

(x) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company, for loans taken by others from banks or financial institutions during the year, are not prejudicial to the interest of the Company.

(xi) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

(xii) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management except in case of theft of electricity reported by the vigilance department of the Company, the amount of which, as informed to us, is not material.

For Haribhakti & Co. LLP For Pathak H. D. & Associates

Chartered Accountants Chartered Accountants Firm Regn. No: 103523W Firm Regn. No: 107783W

Bhavik L. Shah Vishal D. Shah Partner Partner Membership No. 122071 Membership No. 11 9303 Date: May 27, 2015 Date: May 27, 201 5 Place: Mumbai Place: Mumbai






Mar 31, 2014

1. We have audited the accompanying financial statements of Reliance Infrastructure Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notifed under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion.

Opinion

4. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the Statement of profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter

5. We draw attention to Note no. 33 of the financial statements regarding termination of Concession Agreement by Delhi Airport Metro Express Private Limited (DAMEPL), a SPV of the Company with Delhi Metro Rail Corporation (DMRC) for reasons stated therein. As the matter is sub-judice, the ultimate recovery of the investment of the Company of Rs. 1,450.20 Crore in DAMEPL is dependent upon the outcome of the arbitration proceedings. Our opinion is not qualifed in respect of this matter.

6. We draw attention to Note no. 34 of the financial statements regarding the Scheme of amalgamation between Reliance Infraprojects Limited (wholly owned subsidiary of the Company) and the Company, sanctioned by the Hon''ble High Court of Judicature at Bombay vide order dated March 30, 2011, wherein the Company, as determined by its Board of Directors, is permitted to adjust foreign exchange and derivative losses / gains debited / credited in the Statement of profit and Loss by a corresponding withdrawal from or credit to General Reserve, which override the relevant provisions of Accounting Standard 5 (AS-5) ''Net profit or loss for the Period, Prior Period Items and Changes in Accounting Policies''. Pursuant to the option exercised under the above scheme, the net foreign exchange gain of Rs. 101.46 Crore for the year ended March 31, 2014 has been credited to Statement of profit and Loss and an equivalent amount has been transferred to General Reserve. Similarly, foreign exchange loss of Rs. 361.32 Crore attributable to finance cost and net loss on account of derivative instruments of Rs. 52.30 Crore have been debited to Statement of profit and Loss and an equivalent amount has been withdrawn from General Reserve. Had the Scheme not prescribed the above treatment, profit before tax would have been lower by Rs. 312.16 Crore and General Reserve would have been higher by an equivalent amount. Our opinion is not qualifed in respect of this matter.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of profit and Loss, and Cash Flow Statement comply with the Accounting Standards notifed under the Companies Act, 1956("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013; as referred to in paragraph 6 above, the Company has exercised the option available as per court orders which overrides the relevant provisions of Accounting Standard 5 (AS-5).

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualifed as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Annexure to Auditors'' Report Referred to in our Auditors'' Report of even date to the members of Reliance Infrastructure Limited on the financial statements for the year ended March 31, 2014

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) As informed to us, the fixed assets are physically verifed by the Management according to a phased program designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, a portion of the fixed assets has been physically verifed by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed. However, we are informed that distribution system being underground is not physically verifable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

(ii) (a) The inventory (excluding stocks with third parties) has been physically verifed by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verifcation is reasonable.

(b) In our opinion, the procedures of physical verifcation of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verifcation of inventory as compared to book records were not material.

(iii) The Company has neither granted nor taken any loan, secured or unsecured, from any company, firm or other party covered in the register maintained under Section 301 of the Act. Accordingly, provisions of clause 4(iii)(b)(c)(d)(f)and (g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct any major weaknesses in the aforesaid internal control system.

(v) According to the information and explanations given to us, there have been no contracts or arrangements referred to in Section 301 of the Act during the year that need to be entered in the register required to be maintained under that Section. Accordingly, the question of commenting on transactions made in pursuance of such contracts or arrangements does not arise.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth- tax, service-tax, customs duty, excise duty and cess as at March 31, 2014 which have not been deposited on account of a dispute are as follows:

Name of the statute Nature of dues Amount Period to which the (Rs. Crore) amount relates

Delhi Sales 1* Tax Act, 1975 Sales Tax 129.96 2004-2005

Delhi Sales Tax on Works 2 Contract Act, Works Contract 0.05 2004-2005 1999 Tax

Orissa Sales 3 Tax Act,1947 Sales Tax 3.46 2001-2002

West Bengal Value Added 4 Tax Act, 2003 VAT 177.53 2009-2010

West Bengal Value Added 5 Tax Act, 2003 VAT 56.62 2010-2011

West Bengal Value Added 6 Tax Act, 2003 VAT 4.67 2008-2009



Name of the statue Forum where the dispute is pending

Delhi Sales Tax Act, 1975 Sales tax tribunal, New Delhi & Divisional Bench of Delhi High Court

Delhi Sales Tax on Works Contract Act, 1999 Deputy Commissioner (Appeal), Dept of Trade and Tax, New Delhi

Orissa Sales Tax Act,1947 Orissa Sales Tax Tribunal, Cuttack

West Bengal Value Added Tax Act, 2003 Calcutta High Court

West Bengal Value Added Tax Act, 2003 Appellate Additional Commissioner, Kolkata

West Bengal Value Added Tax Act, 2003 West Bengal Commercial Tax Appellate & Revisional Board, Kolkata

Name of the statute Nature of dues Amount Period to which the (Rs. Crore) amount relates

Madhya Pradesh Value Added 7 Tax Act, VAT 3.12 2009-2010 2002

Central Sales Tax Act, 1956 8 - Madhya Central Sales Tax 0.19 2009-2010 Pradesh

Madhya Pradesh Entry Tax 9 Act, 1976 Entry Tax 0.48 2009-2010

Central Sales Tax Act, 1956 10 - Rajasthan Central Sales Tax 0.51 2005-06 & 2006 -2007

Maharashtra Value Added 11 Tax Act, 2002 Sales Tax 0.07 2008-2009

Uttar Pradesh Trade Tax 12 Act, 1948 Sales Tax 5.00 2005-2006, 2006- 2007 & 2007-2008

Central Sales Tax Act, 1956 – Uttar 13 Pradesh Central Sales Tax 3.18 2006-2007, 2007- 2008 & 2009-2010

Uttar Pradesh VAT Act, 2008 VAT 0.47 2007-2008 & 2008-2009

Uttar Pradesh Entry Tax Act, 14 2007 Entry Tax 0.04 2007-2008 & 2008-2009

Finance Act, 1994 Service Tax 2.53 2004-2006

Income Tax Act, 1961 Income Tax 405.37 A.Y. (for which 1978-1979, the tax 1998-1999, authorities 1999-2000, are the 2001-2002, appellant) 2002-2003, 2003-2004, 2004-2005, 2005-2006 & 2007-2008

Income Tax Act, 1961 Income Tax 306.44 A.Y. (for which 2009-2010 the tax authorities are the appellant)

Income Tax Act, 1961 Income Tax 256.96 A.Y. 2010-2011

Income Tax Act, 1961 TDS 6.03 A.Y. 2008-2009 & 2011-2012

The Water (Prevention and Control Water Cess 0.73 1998-1999 Pollution) Cess Act, 1977



Name of the statue Forum where the dispute is pending

Madhya Pradesh Value Added Tax Act, 2002 Madhya Pradesh Commercial Tax Appellate Board, Bhopal

Central Sales Tax Act, 1956 - Madhya Pradesh Madhya Pradesh Commercial Tax Appellate Board, Bhopal

Madhya Pradesh Entry Tax Act, 1976 Madhya Pradesh Commercial Tax Appellate Board, Bhopal

Central Sales Tax Act, 1956 - Rajasthan Assistant Commissioner, Works contract and Leasing Tax, Kota

Maharashtra Value Added Tax Act, 2002 Joint Commissioner (Appeals)of Sales tax, Mumbai

Uttar Pradesh Trade Tax Act, 1948 Additional Commissioner Grade II, Appeals II, Noida

Central Sales Tax Act, 1956 – Uttar Prades Additional Commissioner Grade II, Appeals II, Noida

Uttar Pradesh VAT Act, 2008 Additional Commissioner Grade II, Appeals II, Noida

Uttar Pradesh Entry Tax Act, 2007 Additional Commissioner Grade II, Appeals II, Noida

Finance Act, 1994 Customs, Excise and Service Tax Appellate Tribunal, New Delhi

Income Tax Act, 1961 Bombay High Court

Income Tax Act, 1961 Income Tax Appellate Tribunal, Mumbai

Income Tax Act, 1961 CIT (Appeals), Mumbai

Income Tax Act, 1961 CIT (Appeals), Mumbai

The Water (Prevention and Control Pollution) Cess Act, 1977 Bombay High Court

Includes 1Rs. 7.63 Crore, 2 Rs. 5,000, 3 Rs. 1.36 Crore, 4 Rs. 0.40 Crore, 5 Rs. 0.20 Crore, 6 Rs. 0.40 Crore, 7 Rs. 1.56 Crore, 8 Rs. 0.04 Crore, 9 Rs. 0.13 Crore, 10 Rs. 0.20 Crore, 11 Rs. 35,000, 12 Rs. 0.12 Crore, 13 Rs. 0.80 Crore, 14 Rs. 0.01 Crore, paid under protest.

*As per the terms of the contract the amount is recoverable from the customers.

(x) The Company has no accumulated losses as at March 31, 2014 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial yea r.

(xi) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company, for loans taken by others from banks or financial institutions during the year, are not prejudicial to the interest of the Company.

(xvi) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained except for term loans of Rs. 600 Crore which have been utilized towards repayment of cash credit facility obtained by the Company.

(xvii) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short- term basis which have been used for long-term investment.

(xviii)During the year, the Company has not made any preferential allotment of shares to companies covered in the register maintained under Section 301 of the Act.

(xix) The Company has created security or charge in respect of all the debentures outstanding at the year end except for one series of Non Convertible Debentures of Rs. 700 Crore issued during the year, wherein the charge or security is yet to be created.

(xx) The Company has not raised any money by public issue during the year.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management except in case of theft of electricity reported by the vigilance department of the Company, the amount of which, as informed to us, is not material.

For Haribhakti & Co. For Pathak H. D. & Associates

Chartered Accountants Chartered Accountants

Firm Regn. No: 103523W Firm Regn. No: 107783W

Rakesh Rathi Vishal D. Shah

Partner Partner

Membership No.45228 Membership No. 119303

Date : May 19, 2014 Date : May 19, 2014

Place : Mumbai Place : Mumbai


Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of Reliance Infrastructure Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1 956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

4. In opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of matter

5. We draw attention to Note no. 35 of the financial statements regarding the Scheme of amalgamation between Reliance Infraprojects Limited (wholly owned subsidiary of the Company) and the Company, sanctioned by the Hon''ble High Court of Judicature at Bombay vide order dated March 30, 201 1, wherein the Company, as determined by its Board of Directors, is permitted to adjust the exceptional items debited to the Statement of Profit and Loss by a corresponding withdrawal from ''Provision for Extraordinary and Exceptional items'' created out of General Reserve, which override the relevant provisions of Accounting Standard 5 (AS-5) ''Net Profit or loss for the Period, Prior Period Items and Changes in Accounting Policies''. The Company has during the year identified exceptional items aggregating to Rs. 692.53 Crore, which has been debited to Statement of Profit and Loss and an equivalent amount has been withdrawn from the Provision for Extraordinary and Exceptional items and credited to Statement of Profit and Loss as per the Scheme. Had the Scheme not prescribed the above treatment, profit before tax would have been lower by Rs. 692.53 Crore and General Reserve would have been higher by equivalent amount. Our opinion is not qualified in respect of this matter.

6. We draw attention to Note no. 34 of the financial statements detailing the accounting treatment given to the Scheme of amalgamation between Reliance Bhavnagar Power Private Limited and Reliance Infrastructure Engineers Private Limited and Reliance Jamnagar Power Private Limited (wholly owned subsidiaries of the Company) and the Company, sanctioned by the Hon''ble High Court of Judicature at Bombay vide order dated February 22, 2013. Pursuant to the Scheme, all assets and liabilities (Net) amounting to Rs. 1,149.77 Crore, of the subsidiaries have been recorded in the books of the Company at their respective fair values, and corresponding equivalent amount is credited to the Capital Reserve and the Company has written off the investments held in these subsidiaries amounting to Rs. 1,147.32 Crore in the Statement of Profit and Loss and an equivalent amount has been withdrawn from General Reserve. Had the Scheme not prescribed the above treatment and the Company followed the accounting treatment prescribed under Accounting Standard 1 4 relating to ''Accounting for Amalgamations'', General Reserve would have been higher by Rs. 1,147.32 Crore and Capital Reserve would have been lower by an equivalent amount. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order,

8. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Act; as referred to in paragraph 5 above, the Company has exercised the option available as per court orders which overrides the relevant provisions of Accounting Standard 5 (AS-5).

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Act.

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) As informed to us, the fixed assets are physically verified by the Management according to a phased program designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed. However, we are informed that distribution system being underground is not physically verifiable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

(ii) (a) The inventory (excluding stocks with third parties) has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) The Company has neither granted nor taken any loan, secured or unsecured, from any company, firm or other party covered in the register maintained under Section 301 of the Act. Accordingly, provisions of clause 4(iii)(b)(c)(d)(f) and (g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) According to the information and explanations given to us, there have been no contracts or arrangements referred to in Section 301 of the Act during the year to be entered in the register required to be maintained under that Section. Accordingly, the question of commenting on transactions made in pursuance of such contracts or arrangements does not arise.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under,

(vii) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise duty and cess as at March 31, 2013 which have not been deposited on account of a dispute are as follows:

Name of the statute Nature of Amount dues (Rs. Crore)

Delhi Sales Tax Act, 1975 Sales Tax 129.961*

Works Contract Act, 1999 Works 0.05 Contract Tax

Orissa Sales Tax Act, 1947 Sales Tax 3.462

West Bengal Commercial Tax Act Sales Tax 177.13

Name of the Statute Period to which the Forum where the dispute is pending amount relates

Delhi Sales Tax Act 1975 2004-2005 Divisional Bench of Delhi High Court

Works Contract Act 1999 2004-2005 Deputy Commissioner (Appeal IV) of Sales Tax, New Delhi

Orissa Sales Tax Act 1947 2001 -2002 Sales Tax Tribunal, Cuttack

West Bengal Commercial Tax Act 2009-2010 Calcutta High Court

Name of the statute Nature of Amount dues (Rs. Crore)

Madhya Pradesh Commercial Tax Sales Tax 0.883 Act

Madhya Pradesh Commercial Tax Entry Tax 0.114 Act

Uttar Pradesh Commercial Tax Act Sales Tax 6.26

Uttar Pradesh Commercial Tax Act Sales Tax 3.935

Uttar Pradesh Commercial Tax Act Sales Tax 2.896

Uttar Pradesh Entry Tax Act Sales Tax 0.01

Uttar Pradesh Commercial Tax Act Sales Tax 18.05

Uttar Pradesh Entry Tax Act Sales Tax 0.17

Uttar Pradesh Commercial Tax Act Sales Tax 0.24

Finance Act, 1994 Service Tax 2.53

Income Tax Act, 1961 Income Tax 668.30 (for which the tax authorities are the appellant)

Income Tax Act, 1961 Income Tax 382.16 (for which the tax authorities are the appellant)

Income Tax Act, 1961 Income Tax 144.53

Income Tax Act, 1961 Income Tax 5.72

Income Tax Act, 1961 Income Tax 0.02

The Water (Prevention and Control Water Cess 0.73 Pollution) Cess Act, 1977

Name of the Statute Period to which the Forum where the dispute is pending amount relates

Madhya Pradesh Commercial Tax Act 2009-2010 Madhya Pradesh Commercial Tax Appellate Board,Bhopal

Madhya Pradesh Commercial Tax Act 2009-2010 Madhya Pradesh Commercial Tax Appellate Board, Bhopal

Uttar Pradesh Commercial Tax Act 2005-2006 Assessing officer

Uttar Pradesh Commercial Tax Act 2006-2007 Dy. Commissioner, Khand-7, Lucknow

Uttar Pradesh Commercial Tax Act 2007-2008 Addl Commissioner, Trade Tax Dept, Lucknow

Uttar Pradesh Entry Tax Act 2007-2008 Dy. Commissioner, Khand-7, Lucknow

Uttar Pradesh Commercial Tax Act 2008-2009 Assessing officer

Uttar Pradesh Entry Tax Act 2008-2009 Assessing officer

Uttar Pradesh Commercial Tax Act 2009-2010 Jt. Commissioner, Trade Tax Dept

Finance Act 1994 2004-2006 Customs, Excise and Service Tax Appellate Tribunal, New Delhi

Income Tax Act 1961 A.Y. Bombay High Court 1978-1979, 1988-1989 1996-1997, 1998-1999, 1999-2000, 2001-2002, 2002-2003, 2003-2004, 2004-2005, 2005-2006 and 2007-2008

Income Tax Act 1961 A.Y 2006-2007 and Income Tax Appellate Tribunal, 2008-2009 Mumbai

Income Tax Act 1961 A.Y. 2010-2011 CIT (Appeals), Mumbai

Income Tax Act 1961 A.Y. 2008-2009, 2011-2012 CIT (Appeals), Mumbai

Income Tax Act 1961 A.Y. 1999-2000 Income Tax Appellate Tribunal, Hyderabad

The Water Cess Act 1977 1998-1999 Bombay High Court

1Rs. 7.63 Crore, 2 Rs. 1.36 Crore, 3 Rs. 0.92 Crore, 4 Rs. 0.09 Crore, 5 Rs. 0.63 Crore, 6 Rs. 0.09 Crore, includes amount paid under protest.

*As per the terms of the contract, the amount is recoverable from the customers.

(x) The Company has no accumulated losses as at March 31, 2013 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year,

(xi) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company

(xiv) In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Order are not applicable to the Company

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company, for loans taken by others from banks or financial institutions during the year, are not prejudicial to the interest of the Company,

(xvi) In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

(xvii) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis which have been used for long-term investment.

(xviii) During the year, the Company has not made any preferential allotment of shares to Companies covered in the register maintained under Section 301 of the Act.

(xix) The Company has created security or charge in respect of debentures issued and outstanding at the year-end.

(xx) The Company has not raised any money by public issues during the year.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management except in case of theft of electricity reported by the vigilance department of the Company, the amount of which, as informed to us, is not material.

For Haribhakti & Co. For Pathak H. D. & Associates

Chartered Accountants Chartered Accountants

Firm Regn. No. 103523W Firm Regn. No.107783W

Rakesh Rathi Vishal D. Shah

Partner Partner

Membership No. 45228 Membership No. 119303

Date : May 14, 2013

Place : Mumbai


Mar 31, 2012

1. We have audited the attached Balance Sheet of Reliance Infrastructure Limited (the "Company") as at March 31, 2012, the related Statement of Profit and Loss and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of 'The Companies Act, 1956' (the 'Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Without qualifying our opinion, we draw attention to Note no. 35 of the financial statements regarding the Scheme of amalgamation between Reliance Infraprojects Limited (wholly owned subsidiary of the Company) and the Company, sanctioned by the Hon'ble High Court of Judicature at Bombay vide order dated March 30, 201 1, wherein the Company, as determined by its Board of Directors, is permitted to adjust the exceptional items debited to the Statement of Profit and Loss by a corresponding withdrawal from 'Provision for Extraordinary and Exceptional items' created out of General Reserve, which override the relevant provisions of Accounting Standard 5 (AS-5) 'Net Profit or loss for the Period, Prior Period Items and Changes in Accounting Policies'. The Company has during the year identified exceptional items aggregating to Rs. 933.42 Crore which has been debited to Statement of Profit and Loss and an equivalent amount has been withdrawn from the Provision for Extraordinary and Exceptional items and credited to Statement of Profit and Loss as per the Scheme. Had the Scheme not prescribed the above treatment, profit before tax would have been lower by Rs. 933.42 Crore and General Reserve would have been higher by equivalent amount.

5. Without qualifying our opinion, we draw attention to Note no. 34 of the financial statements detailing the accounting treatment given to the Scheme of arrangement between five wholly owned subsidiaries and the Company and demerger of container business of another wholly owned subsidiary in the Company, sanctioned by Hon'ble High Court of Judicature at Bombay vide order dated April 20, 2012. Pursuant to the Scheme, all assets and liabilities (Net) amounting to Rs. 1,212.60 Crore, of the subsidiaries have been recorded in the books of the Company at their respective book value, and corresponding equivalent amount is credited to the Capital Reserve and the Company has written off the investments held in five subsidiaries amounting to Rs. 987 Crore in the Statement of Profit and loss and an equivalent amount has been withdrawn from General reserve. Had the Scheme not prescribed the above accounting treatment, General Reserve would have been higher by Rs. 1,212.60 Crore and Capital Reserve would have been lower by an equivalent amount.

6. Further to our comments in the Annexure referred to in paragraph 3, 4 & 5 above, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act; as referred in paragraph (4) above, the Company has exercised the option available as per court orders which overrides the relevant provisions of Accounting Standard 5 (AS- 5).

(e) On the basis of written representations received from the directors, as on March 31, 2012 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub- section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto, give the information required by the Act, in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

(ii) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) As informed to us, the fixed assets are physically verified by the Management according to a phased program designed to cover all the items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed. However, we are informed that distribution system being underground is not physically verifiable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

(ii) (a) The inventory (excluding stocks with third parties) has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) The Company has neither granted nor taken any loan, secured or unsecured, from any company, firm or other party covered in the register maintained under Section 301 of the Act. Accordingly, provisions of clause 4(iii)(b)(c)(d)(f) and (g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) According to the information and explanations given to us, there have been no contracts or arrangements referred to in Section 301 of the Act during the year to be entered in the register required to be maintained under that Section. Accordingly, the question of commenting on transactions made in pursuance of such contracts or arrangements does not arise.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise duty and cess as at March 31, 2012 which have not been deposited on account of a dispute are as follows:

Name of the statute Nature of Amount Period to which the Forum where the dispute is pending dues (Rs.Crore) amount relates

Delhi Sales Tax Act, 1975 Sales Tax 129.96* 2004-2005 Divisional Bench of Delhi High Court

Works Contract Act, 1999 Works 0.05 2004-2005 Deputy Commissioner (Appeal IV) of Contract Sales Tax, New Delhi Tax

Orissa Sales Tax Act, 1947 Sales Tax 3.46** 2001-2002 Sales Tax Tribunal, Cuttack

Finance Act, 1994 Service Tax 2.71 2004-2006 Customs, Excise and Service Tax Appellate Tribunal, New Delhi

Income Tax Act, 1961 Income Tax 1,276.03 A.Y. Bombay High Court (for which 1978-1979, the tax auth oities 1988-1989 are the 1996-1997, appellant)

1998-1999,

1999-2000,

2001-2002,

2002-2003,

2003-2004,

2004-2005,

2005-2006 and 2007-2008

Income Tax Act, 1961 Income Tax 382.16 A.Y 2006- 2007 and Income Tax Appellate Tribunal, Mumbai

Income Tax Act,1961 Income Tax 0.02 A.Y Income Tax Appellate Tribunal, 1999-2000 Hyderabad

The Water (Prevention and Control Pollution) Cess Act, 1977 Water Cess 0.73 1998-1999 Bombay High Court

* Includes amount of Rs. 7.50 crore paid under protest.

* As per the terms of the contract the amount is recoverable from the customers.

** Includes amount of Rs. 0.55 crore paid under protest.

(x) The Company has no accumulated losses as at March 31, 2012 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company, for loans taken by others from banks or financial institutions during the year, are not prejudicial to the interest of the Company.

(xvi) In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained except for term loans aggregating Rs. 600 Crore obtained from banks for capital expenditure which, as explained, pending utilization is invested in fixed deposit with banks and in mutual fund units.

(xvii)On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis which have been used for long- term investment.

(xviii)During the year, the Company has not made any preferential allotment of shares to companies covered in the register maintained under Section 301 of the Act.

(xix) The Company has created security or charge in respect of debentures issued and outstanding at the year-end.

(xx) The Company has not raised any money by public issues during the year.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management except in case of theft of electricity reported by the vigilance department of the Company, the amount of which, as informed to us, is not material.

For Haribhakti & Co. For Pathak H. D. & Associates

Chartered Accountants Chartered Accountants

Firm Regn. No. 103523W Firm Regn. No.107783W

Rakesh Rathi Vishal D. Shah

Partner Partner

Membership No. 45228 Membership No. 119303

Date : May 25, 2012

Place : Mumbai


Mar 31, 2011

1. We have audited the attached Balance Sheet of Reliance infrastructure Limited (the "Company") as at March 31 2011, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit,

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are fire of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956' (the 'Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors, as on March 31, 2011 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub- section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011

(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date

Annexure referred to in paragraph 3 of the Auditors' Report of even date to the members of Reliance infrastructure Limited on the financial statements for the year ended March 31, 2011

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of its fixed assets,

(b) As informed to us, the fixed assets are physically verified by the Management according to a phased program designed to cover all the items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed. However, we are informed that distribution system being underground is not physically verifiable

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year

(ii) (a) The inventory (excluding stocks with third parties) has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business,

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material,

(iii) The Company has neither granted nor taken any loan secured or unsecured, from any company, firm or other party covered in the register maintained under Section 301 of the Act. Accordingly, provisions of clause 4(iii)(b)(c)(d)(f) and (g) of the order are not applicable

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system

(v) According to the information and explanations given to us, there have been no contracts or arrangements referred to in Section 301 of the Act during the year to be entered in the register required to be maintained under that Section. Accordingly, the question of commenting on transactions made in pursuance of such contracts or arrangements does not arise

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under,

(vii) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business,

(viii) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees' state iinsurance, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable, with the appropriate authorities

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441 A of the Act, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable were outstanding, at the year end, for a period of more than six months from the date they became payable

(c) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise duty and cess as at March 31, 2011 which have not been deposited on account of a dispute, are as follows

Name of the statute Nature of Amount Period to which the amount relates dues (Rs. Crore)

Works contract Act Works 0.05 2004-2005 1999 contract Tax

Orissa Sales Tax Act Sales Tax 3.46* 2001-2002 1947

Finance Act 1994 Service Tax 2.71 2004-2006

income Tax Act 1961 income Tax 1,192.58 A.Y. (for which the 1973-1979, 1996-1997, 1998- tax authorities 1999-2000, 2001 -2002, are the 2002-2003, appellant) 2003-2004, 2004-2005 and 2005- 2006

income Tax Act, 1961 income Tax 2.54 A.Y 1998-1999 and 1999-2000

income Tax Act, 1961 income Tax 10.02 A.Y 1999-2000



Name of the Statue Forum where the dispute is pending

Works contract Act, 1999 Deputy Commissioner (Appeal IV) of Sales Tax, New Delhi

Orissa Sales Tax Act, 1947 Sales Tax Tribunal, Cuttack

Finance Act, 1994 Customs, Excise and Service Tax Appellate Tribunal, New Delhi

income Tax Act, 1961 Bombay High Court

income Tax Act, 1961 income Tax Appellate Tribunal, Mumbai

income Tax Act, 1961 income Tax Appellate Tribunal, Hyderabad

* includes amount of Rs. 0.55 Crore paid under protest,

(x) The Company has no accumulated losses as at March 31 2011 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year,

(xi) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities,

(xiii) In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the order are not applicable to the Company

(xiv) In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the order are not applicable to the Company

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company, for loans taken by others from banks or financial institutions during the year, are not prejudicial to the Interest of the Company

(xvi) In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained

(xvii)On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis which have been used for long-term investment except for a short term loan of Rs. 75 Crore obtained from a bank for capital expenditure has been used accordingly

(xviii)The Company has made preferential allotment of shares to a Company covered in the register maintained under Section 301 of the Act during the year. In our opinion and according to the information and explanations given to us, the price at which such shares have been issued is not prejudicial to the Interest of the Company

(xix) The Company has created security or charge in respect of debentures issued and outstanding at the year-end

(xx) The Company has not raised any money by public issues during the year,

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management except in case of theft of electricity reported by the vigilance department of the Company, the amount for which is not ascertainable

For Haribhakti & Co. For Pathak H.D. & Associates

Firm Regn. No. 103523W Firm Regn. No. 107783W Chartered Accountants Chartered Accountants

Rakesh Rathi Vishal D. Shah

Partner Partner

Membership No. 45228 Membership No. 119303

Place: Mumbai Date: May 27, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of Reliance Infrastructure Limited (the "Company") as at March 31, 2010, and the related profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 (the Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we reporzt that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors, as on March 31, 2010 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of Auditors Report of even date to the members of Reliance Infrastructure Limited on the Financial State- ments for the year ended March 31, 2010

1. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fxed assets.

(b) The fxed assets are physically verifed by the Management according to a phased programme designed to cover all the items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fxed assets has been physically verifed by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed. However, we are informed that distribution system being underground is not physically verifable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fxed assets has not been disposed of by the Company during the year. Also refer Note 12 on Schedule 16 of the financial statements regarding Scheme of Restructuring.

2. (a) The inventory (excluding stocks with third parties) has been physically verifed by the Management during the year. In respect of inventory lying with third parties, these have substantially been confrmed by them. In our opinion, the frequency of verifcation is reasonable.

(b) In our opinion, the procedures of physical verifcation of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verifcation of inventory as compared to book records were not material.

3. (a) The Company has granted unsecured loans, to one company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year- end balance of such loans aggregates to Rs. 18.30 Crore and Rs. 9.36 Crore, respectively.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(c) In respect of the aforesaid loans, the parties are repaying the principal amounts as stipulated and are also regular in payment of interest, where applicable.

(d) In respect of the aforesaid loans, there is no overdue amount more than Rupees One Lakh.

(e) The Company has not taken any loans, secured or unsecured, from companies, frms or other parties covered in the register maintained under Section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fxed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. According to the information and explanations given to us, there have been no contracts or arrangements referred to in Section 301 of the Act during the year to be entered in the register required to be maintained under that Section. Accordingly, the question of commenting on transactions made in pursuance of such contracts or arrangements does not arise.

6. The Company has not accepted any deposits fom the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

7. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable, with the appropriate authorities. Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Act, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same. (b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise duty and cess as at March 31, 2010 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount Period to which the amount relates (Rs.Crore)

Works Contract Act, 1999 Works Contract Tax 0.05 2004-05

Orissa Sales Tax Act, 1947 Sales Tax 3.16 2000-02

Finance Act, 1994 Service Tax 2.71 2004-06

Income Tax Act, 1961 Income Tax 391.41 2001-02, 2003-04 and 2006-07

Income Tax Act, 1961 Income Tax 66.83 1978-79, 1998-99, 1999-00, 2001-02, 2002-03, 2003-04, 2004-05 and 2005-06

Income Tax Act, 1961 Income Tax 1.56 1996-97

Income Tax Act, 1961 Income Tax 0.02 1999-00

Name of the statue Forum where the dispute is pending

Works Contract Act, 1999 Deputy Commissioner (Appeal IV) of Sales Tax, New Delhi

Orissa Sales Tax Act, 1947 Orissa High Court

Finance Act, 1994 Customs, Excise and Service Tax Appellate Tribunal, New Delhi

Income Tax Act, 1961 Bombay High Court Income Tax Act, 1961 Bombay High Court

Income Tax Act, 1961 Income Tax Appellate Tribunal, Mumbai Income Tax Act, 1961 Income Tax Appellate Tribunal, Hyderabad

10. The Company has no accumulated losses as at March 31, 2010 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company, for loans taken by others from banks or financial institutions during the year, are not prejudicial to the interest of the Company.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

18. The Company has made preferential allotment of shares / warrants to a company covered in the register maintained under Section 301 of the Act during the year. In our opinion and according to the information and explanations given to us, the price at which such shares have been issued is not prejudicial to the interest of the Company.

19. The Company has created security or charge in respect of debentures issued and outstanding at the year-end.

20. The Company has not raised any money by public issues during the year.

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management except in case of theft of electricity reported by the vigilance department of the Company, the amount for which is not ascertainable.

For Price Waterhouse For Chaturvedi & Shah From RIS.. Firm Regn. No: 301112E Firm Regn. No: 101720W

Chartered Accountants Chartered Accountants

Partha Ghosh C D Lala

Partner Partner

Membership No. 55913 Membership No. 35671

Place : Mumbai

Date : November 22, 2010

 
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