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Directors Report of Reliance Infrastructure Ltd.

Mar 31, 2016

Dear Shareowners

The Directors present the 87th Annual Report and the audited financial statement for the financial year ended March 31, 2016.

Financial Results

The standalone financial performance of the Company for the year ended March 31, 2016 is summarised below;

Particulars Financial year ended *Financial year ended March 31, 2016 March 31, 2015

in crore ** US $ Rs, in crore ** US $ Million Million

Total Income 12,406 1,872 12,098 1,936

Gross Profit before depreciation 2,762 417 2,005 321

Depreciation 489 74 487 78

Profit before taxation 2,273 343 1,518 243

Tax expenses (Net) (including deferred tax and tax for earlier years) 287 43 (15) (2)

Profit after taxation 1,986 300 1,533 245

Add: Balance of Profit brought forward from previous year 679 102 689 110

Add: Transfer on Scheme of Amalgamation - - 6 1

Profit available for appropriation 2,665 402 2,228 356

Dividend on equity shares (including tax on dividend) (Net) 269 41 249 40

Transfer to Statutory Reserve 16 2 15 2

Transfer to General Reserve 1,400 211 1,000 160

Transfer to Debenture Redemption Reserve 242 37 285 46

Balance carried to Balance Sheet 738 111 679 108



*Figures of previous year have been regrouped and reclassified wherever required.

** Rs, 66.255 = US $ 1 Exchange rate as on March 31, 2016 (Rs, 62.50= US $ 1 Exchange rate as on March 31, 2015)

Financial Performance

During the year under review, your Company earned an income of Rs, 12,406 crore against Rs, 12,098 crore in the previous year. The Company earned a Profit after tax of Rs, 1,986 crore for the year as compared to Rs, 1,533 crore in the previous year.

The performance and financial position of the subsidiary companies and associate companies are included in the consolidated financial statement of the Company and presented in the Management Discussion and Analysis forming part of this Annual Report.

Dividend

Your Directors have recommended a dividend ofRs, 8.50 (85 per cent) per equity share (Previous year Rs, 8.00 per equity share) aggregating to Rs, 269 crore (inclusive of dividend distribution tax) for the financial year 2015-16 which, if approved at the ensuing 87th Annual General Meeting (AGM), will be paid to (i) all those equity shareholders whose names appear in the Register of Members as on September 16, 2016 and (ii) to those members whose names appear as beneficial owners as on September 16, 2016 as furnished by National Securities Depository Limited and Central Depository Services (India) Limited for the purpose.

The Dividend payout as proposed is in accordance with the Company''s policy to pay sustainable dividend linked to long term performance, keeping in view the capital needs for the Company''s growth plans and the need to achieve optimal financing of such plans through internal accruals.

Business Operations

The Company is in the business of generation, transmission and distribution of electricity. The Company is the leading player in the country in the Engineering, Procurement and Construction (EPC) segment of the power and infrastructure sectors. The Company has ventured into the defence sector by acquiring of Reliance Defence and Engineering Limited (Formerly Pipavav Defence and Offshore Engineering Company Limited). Further the Company through its subsidiaries acquired 27 industrial licences and has entered into 30 partnerships in 10 countries for manufacturing defence equipments in air, land and naval domains.

Standby Charges

In the pending litigation on standby charges, The Tata Power Company Limited (TPC) had fled an appeal in the Hon''ble Supreme Court which admitted it and directed TPC to deposit Rs, 227 crore (being 50 per cent of the amount of refund including interest up to December 31, 2006) as per the order of the Appellate Tribunal for Electricity and furnish a bank guarantee for Rs, 227 crore. The Company was permitted to withdraw the amount after giving an undertaking to repay the amount, if required, without demur together with interest as may be determined by the Hon''ble Supreme Court. The Company, after giving such an undertaking received Rs, 227 crore on March 12, 2007. The Company is yet to receive the final order from The Hon''ble Supreme Court.

Acquisition of Reliance Defence and Engineering Limited (formerly Pipavav Defence and Offshore Engineering Co Ltd.)

The Company''s wholly owned subsidiary Reliance Defence Systems Private Limited (RDSPL and Acquirer) along with RInfra (as Person Acting in Concert) had made an open offer to the public shareholders of Pipavav Defence and Offshore Engineering Company Limited (PDOC) to acquire up to 19,14,13,630 equity shares representing 26 per cent of the total equity share capital of PDOC. RDSPL has acquired 29.90 per cent shares of PDOC. Having acquired control and substantive stake in PDOC, the said company was renamed as Reliance Defence and Engineering Ltd (RDEL). RDEL has the largest dry dock shipyard in India and one of the largest in the world.

Sale of Cement Business

In order to monetise its investment in Cement business, the Company has signed definitive agreement for 100 per cent sale of its subsidiary, Reliance Cement Company Private Limited. The transaction is subject to applicable statutory and regulatory approvals.

Scheme of Amalgamation of Reliance Concrete Private Limited with the Company The Board of Directors at its meeting held on February 8, 2016 approved the Scheme of Amalgamation envisaging merger of the step down subsidiary i.e. Reliance Concrete Private Limited with the Company, with effect from the Appointed Date March 1, 2016 and is subject to sanction by the Hon''ble High Court of Bombay.

Scheme of Arrangement with Reliance Electric Generation and Supply Private Limited The Board of Directors at its meeting held on March 16, 2016 approved the Scheme of Arrangement for transfer of the Company''s entire Mumbai Power Generation, Transmission and Distribution Division, Samalkot Power Station Division, Goa Power Station Division and Windmill Division on a going concern basis for an aggregate consideration of Rs, 6282.50 crore to its wholly owned subsidiary, Reliance Electric Generation and Supply Private Limited, subject to the requisite approvals.

The Scheme is envisaged to achieve increase in shareholders'' value by leveraging diversified investment opportunities, simplification for transparent business structures which would result in better management control of business and achieve operational synergies. The appointed date as per the scheme is April 1, 2016 and will be effective on obtaining requisite approvals and fling certified copies of the Order sanctioning the Scheme of Arrangement passed by the High Court or such other competent authority with the Registrar of Companies by both transferor and transferee companies.

Management Discussion and Analysis

The Management Discussion and Analysis for the year under review as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report.

Issue of Non-Convertible Debentures

During the year under review, the Company issued Secured Redeemable Non Convertible Debentures aggregating to Rs, 300 crore (Series 26) on Private Placement basis to various financial institutions. These Debentures are listed on BSE Limited and National Stock Exchange of India Limited.

Fixed Deposits

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Investments

Pursuant to Section 186 of the Act, details of the Investments are provided in the standalone financial statements (Please refer to Note No. 12 to the standalone financial statement).

Subsidiary Companies, Associates and Joint Ventures

During the year under review, Reliance Energy Limited, Reliance Smart Cities Limited, Reliance E-Generation and Management Private Limited, Reliance Unmanned Systems Limited, Reliance Aerostructure Limited, Reliance Propulsion Systems Limited, Reliance Space Limited, Reliance Defence Infrastructure Limited, Reliance Land Systems Limited, Reliance Helicopters Limited, Reliance Naval Systems Limited, Reliance SED Limited and Reliance Defence Ventures Limited became the wholly owned subsidiaries of your Company.

The performance and financial position of the major subsidiaries are presented in Management Discussion and Analysis forming part of this Annual Report. Also, a report on the performance and financial position of each of the subsidiaries, associates and joint ventures as per the Act is provided in the consolidated financial statement.

The Policy for determining material subsidiary company, as approved, may be accessed on the Company''s website at the link:http://www.rinfra.com/pdf/Policy_for_Determining_ Material_Subsidiary.pdf.

Consolidated Financial Statement

The Audited Consolidated Financial Statement for the financial year ended March 31, 2016, based on the financial statements received from subsidiaries, associates and joint ventures, as approved by their respective Board of Directors, have been prepared in accordance with Accounting Standard (AS) - 21 on ''Consolidated Financial Statements'' read with AS-23 on ''Accounting for Investments in Associates'' and AS-27 on ''Financial Reporting of Interests in Joint Ventures'', notified under the Act, read with the Accounting Standards Rules as applicable.

Directors

In terms of the provisions of the Act, Dr V K Chaturvedi, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

During the year under review, in terms of the provisions of the Act, the Company appointed Shri Shiv Prabhat, representative of LIC as an additional director. Shri Shiv Prabhat holds office up to the conclusion of the ensuing Annual General Meeting. The Company has received notice with requisite deposit proposing his candidature as Director of the Company.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations. The details of programme for familiarisation of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are put up on the website of the Company at the link http://www.rinfra. com/pdf/Familiarisation_programme.pdf.

A brief resume of the Directors being appointed at the ensuing AGM, nature of expertise in specific functional areas and names of the companies in which they hold directorship and/ or Membership/Chairmanships of Committees of the respective Boards, shareholding and relationship between directors inter se as stipulated under Regulation 36(3) of the Listing Regulations is given in the section on Corporate Governance Report forming part of this Annual Report.

Key Managerial Personnel

Shri M S Mehta was Chief Executive Officer upto December 31, 2015. Shri Lalit Jalan was appointed as Chief Executive Officer of the Company from January 1, 2016.

Evaluation of Directors, Board and Committees

The Company has devised a policy for performance evaluation of the individual directors, the Board and its Committees, which includes the criteria for performance evaluation.

Pursuant to the applicable provisions of the Act and Regulation 17(10) of the Listing Regulations, the Board carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the committees of the Board. The performance of the Board was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of processes and information provided to the Board, etc. A separate meeting of the Independent Directors was also held during the year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman.

The Nomination and Remuneration Committee also reviewed the performance of the Directors based on their knowledge, level of preparation and effective participation in Meetings, understanding of their roles as Directors, etc.

Policy on appointment and remuneration of Directors, Key Managerial Personnel and senior management employees The Nomination and Remuneration Committee of the Board has devised a policy for selection, appointment and remuneration of Directors and senior management. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors, which has been put up on the Company''s website. The policy on the above is attached hereto as Annexure A.

Directors'' Responsibility Statement Pursuant to the requirements under Section 134(5) of the Act with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual financial statement for the financial year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the Profit of the Company for the year ended on that date;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual financial statement for the financial year ended March 31, 2016, on a going concern basis;

v. The Directors had laid down proper internal financial controls to be followed by the Company and such financial controls are adequate and were operating effectively; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Parties

All contracts/arrangements/transactions entered into by the Company during the financial year under review with related parties were at arm''s length and in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have potential confect with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee for approval. Omnibus approval of the Audit Committee was obtained for the transactions which were of repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee for its approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the link: http://www. rinfra.com/pdf/Policy_for_Related_Party_Transaction.pdf. Your Directors draw attention of the members to Note 29 to the financial statement which sets out related party disclosures Material Changes and Commitments if any affecting the financial position of the Company There was no material change and commitments affecting the financial position of the Company.

Meetings of the Board

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, nine Board Meetings were held, details of which are given in the Corporate Governance Report.

Audit Committee

Shri S S Kohli, an Independent Director is the Chairman of Audit Committee. Shri K Ravikumar, Shri V R Galkar, Ms. Ryna Karani (Independent Directors) and Shri Shiv Prabhat (Non- Independent Director) are other members of Audit Committee. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Auditors and Auditor''s Report

M/s. Haribhakti & Co. LLP, Chartered Accountants and M/s. Pathak H. D. & Associates, Chartered Accountants, the auditors of the Company hold office until the conclusion of the ensuing AGM and are eligible for re-appointment.

The Company has also received letters from M/s. Haribhakti & Co. LLP, Chartered Accountants and M/s. Pathak H. D. & Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) of the Act and that they are not disqualified from appointment as Statutory Auditors of the Company.

The observations and comments given by the Auditors in their report read together with notes on financial statement are self explanatory and hence do not call for any further comments under Section 134 of the Act.

Cost Auditors

Pursuant to the provisions of the Act and the Companies (Audit and Auditors) Rules, 2014, the Board of Directors have appointed M/s V. J Talati and Co., Cost Accountants, as the Cost Auditors of the Company for conducting the cost audit of Power Generation, Transmission, Distribution Divisions and the Engineering, Procurement and Construction Division of the Company for the financial year ending March 31, 2017 and their remuneration is subject to ratification by the members at the ensuing Annual General Meeting of the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. Ashita Kaul & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. There is no qualification, reservation or adverse remark made by the Secretarial Auditor in the Secretarial Audit Report. The Audit Report of the Secretarial Auditor is attached hereto as Annexure B.

Extract of Annual Return

Extract of the Annual Return of the Company in form MGT-9 is attached hereto as Annexure C.

Employees Stock Option Scheme

The Members of the Company had through Postal Ballot approved on January 8, 2007, the issue of securities under Employee Stock Option Scheme to the employees of the Company as well as employees of the subsidiary companies. However, the Company has not granted any stock options to the employees of the Company or to the employees of the subsidiary companies of the Company. The Company has constituted the Employees Stock Option Scheme Compensation Committee to review the Scheme from time to time.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annexure to the Directors'' Report. Having regards to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. However, the said information is available for inspection at the registered office of the Company on all working days, except Saturdays, between 11.00 a.m. and 1.00 p.m. up to the date of the meeting and any member interested in obtaining the same may write to the Company Secretary. Upon such request, the information shall be furnished.

Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure D.

Conservation of energy, technology absorption and foreign exchange earnings and outgo Information in accordance with the provisions of Section 134(3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are given in Annexure E and forms part of this Report.

Corporate Governance

The Company has adopted the "Reliance Group-Corporate Governance Policies and Code of Conduct" which has set out the systems, processes and policies conforming to international standards. The report on Corporate Governance as stipulated under Regulation 34(3) of the Listing Regulations forms part of this Annual Report.

A certificate from the Auditors of the Company, M/s. Haribhakti & Co. LLP, Chartered Accountants and M/s. Pathak H. D. & Associates, Chartered Accountants, confirming compliance with conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed to this Report.

Vigil Mechanism

In accordance with Section 177 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism to address the genuine concern, if any of the directors and employees. The details of the same have been stated in the Report on Corporate Governance and the policy can also be accessed on the Company''s website.

Risk Management

The Board of the Company has constituted a Risk Management Committee. The Committee consists of majority of independent directors and also senior managerial personnel. The details of the Committee are set out in the Corporate Governance Report forming part of this Report.

The Company has a robust Business Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company''s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at the Company level as also separately for business segments.

Compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to upholding and maintaining the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year, no such complaints were received.

Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility Committee (CSR) in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Committee consists of Ms Ryna Karani as Chairperson, Dr. V.K. Chaturvedi, Shri S.S. Kohli and Shri K Ravikumar as members. The CSR Committee has formulated a CSR Policy (CSR policy) indicating the activities to be undertaken by the Company. The CSR policy may be accessed on the Company''s website at the link: http://www. rinfra.com/pdf/RInfra_CSR_Policy.pdf

The disclosures with respect to CSR activities forming part of this Report is given as Annexure F.

Order, if any, passed by the Regulator or Courts or Tribunals.

No orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Business Responsibility Report

Business Responsibility Report has been uploaded on a voluntary basis on the website of the Company at www.rinfra.com.

Acknowledgements

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, debenture holders, debenture trustees, bankers, financial institutions, government authorities, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff of the Company, resulting in the satisfactory performance of the Company during the year.

For and on behalf of the Board of Directors

Anil Dhirubhai Ambani Chairman

Mumbai

May 28, 2016


Mar 31, 2015

Dear Members,

The Directors present the 86th Annual Report and the audited financial statements for the financial year ended March 31, 2015. Financial Results

The standalone financial performance of the Company for the year ended March 31, 2015 is summarised below;

Particulars Financial year ended March 31, 2015

Rs. in crore ** US $ Million

Total Income 12,098 1,936

Gross Profit before depreciation 2,005 321

Depreciation 487 78

Profit before taxation 1,518 243

Tax expenses (Net) (including deferred tax and tax for earlier years) (15) (2)

Profit after taxation (excluding share in associates and minority interest) 1,533 245 Profit after taxation (including share in associates and minority interest)

Add: Balance of profit brought forward from previous year 689 110

Add: Transfer on Scheme of Amalgamation 6 1

Profit available for appropriations 2,228 356

Dividend on equity shares (including tax on dividend) (Net) 249 40

Transfer to Statutory Reserve 15 2

Transfer to General Reserve 1,000 160

Transfer to Debenture Redemption Reserve 285 46

Balance carried to Balance Sheet 679 108

Particulars *Financial year ended March 31, 2014

Rs. in crore ** US $ Million

Total Income 12,581 2,100

Gross Profit before depreciation 2,139 357

Depreciation 342 57

Profit before taxation 1,797 300

Tax expenses (Net) (including deferred tax and tax for earlier years) 209 35

Profit after taxation (excluding share in associates and minority interest) 1,588 265 Profit after taxation (including share in associates and minority interest)

Add: Balance of profit brought forward from previous year 661 110

Add: Transfer on Scheme of Amalgamation

Profit available for appropriations 2,249 375

Dividend on equity shares (including tax on dividend) (Net) 223 37

Transfer to Statutory Reserve 14 2

Transfer to General Reserve 1,200 200

Transfer to Debenture Redemption Reserve 123 21

Balance carried to Balance Sheet 689 115

*Figures of previous year have been regrouped and reclassified wherever required.

*** Rs. 62.50= US $ 1 Exchange rate as on March 31, 2015 (Rs. 59.9150= US $ 1 Exchange rate as on March 31, 2014)

Financial Performance

During the year under review, your Company earned an income of Rs. 1 2,098 crore against Rs. 12,581 crore in the previous year. The Company earned a profit after tax of Rs. 1,533 crore for the year as compared to Rs. 1,588 crore in the previous year.

The performance and financial position of the subsidiary companies and associate companies are included in the consolidated financial statement of the Company and presented in the Management Discussion and Analysis forming part of this Annual Report.

Dividend

Your Directors have recommended a dividend of Rs. 8.00 (80 per cent) per equity share (Previous year Rs. 7.50 per equity share) aggregating to Rs. 249 crore (inclusive of dividend distribution tax) for the financial year 2014-15 which, if approved at the ensuing 86th Annual General Meeting (AGM), will be paid to (i) all those equity shareholders whose names appear in the Register of Members as on September 1 9, 201 5 and (ii) to those members whose names appear as beneficial owners as on September 19, 2015 as furnished by National Securities Depository Limited and Central Depository Services (India) Limited for the purpose.

The Dividend payout as proposed is in accordance with the Company's policy to pay sustainable dividend linked to long term performance, keeping in view the capital needs for the Company's growth plans and the need to achieve optimal financing of such plans through internal accruals.

Business Operations

The Company is in the business of generation, transmission and distribution of electricity. The Company is the leading player in the country in the Engineering, Procurement and Construction (EPC) segment of the power and infrastructure sectors. The Company is also engaged in implementation, operation and maintenance of several projects through special purpose vehicles in various infrastructural areas.

Standby Charges

In the pending litigation on standby charges, The Tata Power Company Limited (TPC) had filed an appeal in the Hon'ble Supreme Court which admitted it and directed TPC to deposit Rs. 227 crore (being 50 per cent of the amount of refund including interest upto December 31, 2006) as per the order of the Appellate Tribunal for Electricity and furnish a bank guarantee for Rs. 227 crore. The Company was permitted to withdraw the amount after giving an undertaking to repay the amount, if required, without demur together with interest as may be determined by the Hon'ble Supreme Court. The Company, after giving such an undertaking received Rs. 227 crore on March 12, 2007. The Company is yet to receive the final order from The Hon'ble Supreme Court.

Scheme of Amalgamation with WRTM and WRTG

The Scheme of Amalgamation envisaging merger of the step down subsidiaries, Western Region Transmission (Gujarat) Private Limited (WRTG) and Western Region Transmission (Maharashtra) Private Limited (WRTM) with the Company, with effect from the merger Appointed Date of April 1, 2013 ('Scheme'), was sanctioned by the Hon'ble High Court of Bombay vide Order dated July 15, 2014.

All requisite approvals have been obtained; however, certain procedural formalities with Central Electricity Regulatory Commission (CERC) are required to be completed. Pending completion of certain 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.

Open Offer for Acquisition of Pipavav Defence Offshore Engineering Company Limited through Open Offer

Reliance Defence Systems Private Limited (Acquirer), a wholly owned subsidiary of the Company and Reliance Infrastructure Limited (Person Acting in Concert referred as PAC) have entered into Purchase Agreement with the promoters of Pipavav Defence and Offshore Engineering Company Limited (Target Company) to purchase 13,00,00,000 equity shares constituting 1 7.66 per cent of the share capital of the Target Company from its promoters at a price of Rs. 63.00 per equity share in cash. In terms of the Purchase Agreement and subject to the conditions therein, the promoters of Target Company shall sell additional 5,47,87,774 equity shares of the Target Company, to the Acquirer at a price of Rs. 63.00 per equity share that would result in the Acquirer acquiring not less than 25.10 per cent of the paid-up equity share capital of the Target Company after taking into account the acquisitions made under the Offer.

Since the Acquirer has entered into an agreement to acquire voting rights in excess of 25 per cent of the total voting rights of the Target Company, the Acquirer has to make an open offer to the shareholders of the Target Company under Regulation 3(1) of the SEBI (Substantial Acquisition and Takeovers) Regulations, 2011.

The Acquirer and the PAC will make an open offer to the public equity shareholders of the Target Company to acquire up to 1 9,14,13,630 fully paid-up equity shares of face value of Rs. 10 each of the Target Company, constituting 26 per cent of the total fully diluted equity share capital of the Target Company at an offer price of Rs. 66 per share (the Offer Price) aggregating to total consideration of Rs. 1,263.33 crore (the Offer size) payable in cash.

The open offer is subject to approval from the Competition Commission of India (CCI) and the Gujarat Maritime Board. The Acquirer has received approval of the CCI on April 20, 201 5 and the approval from the Gujarat Maritime Board is awaited.

Management Discussion and Analysis

The Management Discussion and Analysis for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of this Annual Report.

Issue of Non-Convertible Debentures

During the year under review, the Company issued Secured Redeemable Non Convertible Debentures aggregating to Rs. 495 crore (Series 24 to Series 25F) on Private Placement basis to various financial institutions, banks, pension fund and insurance companies. These Debentures are listed on BSE Limited and National Stock Exchange of India Limited.

Fixed Deposits

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 ('the Act') and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Investments

Pursuant to Section 186 of the Act, details of the Investments are provided in the standalone financial statements (Please refer to Note No. 12 to the standalone financial statements).

Subsidiary Companies, Associates and Joint Ventures

During the year under review, Reliance Defence Systems Private Limited, Reliance Defence Technologies Private Limited, Reliance Defence and Aerospace Private Limited and Reliance Defence Limited became wholly owned subsidiaries of the Company.

During the year under review, Reliance Cement and Infra Private Limited ceased to be a subsidiary of the Company.

The performance and financial position of the major subsidiaries are presented in Management Discussion and Analysis Report forming part of this Annual Report. Also, a report on the performance and financial position of each of the subsidiaries, associates and joint ventures as per the Act is provided in the consolidated financial statements.

The Policy for determining material subsidiary company, as approved, may be accessed on the Company's website at the link:http://www.rinfra.com/pdf/Policy for Determining Material Subsidiary.pdf.

Consolidated Financial Statement

The Audited Consolidated Financial Statements for the financial year ended March 31, 2015, based on the financial statements received from subsidiaries, associates and joint ventures, as approved by their respective Board of Directors, have been prepared in accordance with Accounting Standard (AS) - 21 on 'Consolidated Financial Statements' read with AS-23 on 'Accounting for Investments in Associates' and AS-27 on 'Financial Reporting of Interests in Joint Ventures', notified under the Act, read with the Accounting Standards Rules as applicable.

Directors

In terms of the provisions of the Act, Shri S Seth, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. A brief resume Shri S Seth, nature of his expertise in specific functional areas and names of the companies in which he holds directorship and/or membership/chairmanships of Committees of the respective Boards, shareholding and relationship between directors inter se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is given in the section on Corporate Governance Report forming part of this Annual Report.

During the year under review, in terms of the provisions of the Act, the Company appointed Shri S S Kohli, Shri K Ravikumar and Ms Ryna Karani as Independent Directors for a period of five years from September 20, 2014. Further, the Company appointed Shri V R Galkar as Independent Director to hold office for a term commencing from the date of the said resolution on September 20, 2014, and ending on February 15, 2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchanges. The details of programme for familiarisation of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are put up on the website of the Company at the link http://www.rinfra.com/ pdf/Familiarisation programme.pdf.

Key Managerial Personnel

Shri Lalit Jalan was Chief Executive Officer upto July 6, 2014. Duing the year, Shri M S Mehta, Chief Executive Officer, Shri Madhukar Moolwaney, Chief Financial Officer and Shri Ramesh Shenoy, Company Secretary were designated as the Key Managerial Personnel of the Company, as per requirement of the Act.

Evaluation of Directors, Board and Committees

The Company has devised a policy for performance evaluation of the individual director, Board and its Committee, which includes criteria for performance evaluation.

Pursuant to the applicable provisions of the Act and Clause 49 of the Listing Agreement, the Board carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the committees of the Board. The performance of the Board was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of processes and information provided to the Board, etc. A separate meeting of the Independent Directors was also held during the year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman.

The Nomination and Remuneration Committee also reviewed the performance of the directors based on their knowledge, level of preparation and effective participation in Meetings, understanding of their roles as directors, etc.

Policy on appointment and remuneration of Directors, Key Managerial Personnel and senior management employees

The Nomination and Remuneration Committee of the Board has devised a policy for selection, appointment and remuneration of directors and senior management. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors, which has been put up on the Company's website. Further, the Committee has also devised a policy relating to remuneration for Key Managerial Personnel and senior management employees. The policy on the above is attached hereto as Annexure A.

Directors’ Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual financial statements for the financial year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors had prepared the annual financial statements for the financial year ended March 31, 2015, on a going concern basis;

v. the directors had laid down proper internal financial controls to be followed by the Company and such financial controls are adequate and were operating effectively; and

vi. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the financial year under review with related parties were on arm's length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee for approval. Omnibus approval of the Audit Committee was obtained for the transactions which were of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee for its approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at the link: http://www.rinfra.com/pdf/Policy for Related Party Transaction.pdf. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Material Changes and Commitments if any affecting the financial position of the Company

There was no material change and commitment which materially affect the financial position of the Company occurred between the financial year ended on March 31, 2015 and the date of this Report.

Meetings of the Board

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, eight Board Meetings were held, details of which are given in the Corporate Governance Report.

Audit Committee

Shri S S Kohli, an Independent Director is the Chairman of Audit Committee. Shri K Ravikumar, Shri V R Galkar and Ms. Ryna Karani (Independent Directors) and Shri R R Rai (Non- independent Director) are other members of Audit Committee. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Auditors and Auditor's Report

M/s. Haribhakti & Co. LLP, Chartered Accountants and M/s. Pathak H. D. & Associates, Chartered Accountants, the auditors of the Company hold office until the conclusion of the ensuing AGM and are eligible for re-appointment.

The Company has received letters from M/s. Haribhakti & Co. LLP, Chartered Accountants and M/s Pathak H. D. & Associates, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3) of the Act, and that they are not disqualified from appointment as statutory auditors of the Company.

The observations and comments given by the Auditors in their report read together with notes on financial statements are self explanatory and hence do not call for any further comments under Section 134 of the Act.

Cost Auditors

Pursuant to the provisions of the Act and the Companies (Audit and Auditors) Rules, 2014, the Board of Directors have appointed M/s. V. J Talati & Co., Cost Accountants, as the Cost Auditors of the Company for conducting the cost audit of Power Generation, Transmission, Distribution Divisions and the Engineering, Procurement and Construction Division of the Company for the financial year ending March 31, 2016, and their remuneration is subject to ratification by the members at the ensuing Annual General Meeting of the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. Kaushik

M. Jhaveri & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company. There is no qualification, reservation or adverse remark made by the Secretarial Auditor in the Secretarial Audit Report. The Audit Report of the Secretarial Auditor is attached hereto as Annexure B.

Extract of Annual Return

Extract of the Annual Return of the Company in form MGT-9 is attached hereto as Annexure C.

Employees Stock Option Scheme

The Members of the Company had through Postal Ballot approved on January 8, 2007, the issue of securities under Employee Stock Option Scheme to the employees of the Company as well as employees of the subsidiary companies. However, the Company has not granted any stock options to the employees of the Company or to the employees of the subsidiary companies of the Company. The Company has constituted the Employees Stock Option Scheme Compensation Committee to review the Scheme from time to time.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annexure to the Directors' Report. However, having regards to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. However, the said information is available for inspection had the registered office of the Company on all working days, except Saturdays, between 11.00 a.m. and 1.00 p.m. up to the date of the meeting and any member interested in obtaining the same may write to the Company Secretary. Upon such request, the information shall be furnished.

Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1 ) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure D.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

Information in accordance with the provisions of Section 134(3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are given in Annexure E and forms part of this Report.

Corporate Governance

The Company has adopted the "Reliance Group-Corporate Governance Policies and Code of Conduct" which has set out the systems, processes and policies conforming to international standards. The report on Corporate Governance as stipulated under Clause 49 of the listing agreement with the Stock Exchanges, forms part of this Annual Report.

A certificate from the Auditors of the Company, M/s. Haribhakti & Co. LLP, Chartered Accountants and M/s. Pathak H. D. & Associates, Chartered Accountants, confirming compliance with conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this Report

Vigil Mechanism

In accordance with Section 1 77 of the Act and the listing agreement, the Company has formulated a Vigil Mechanism to address the genuine concerns, if any, of the directors and employees. The details of the same have been stated in the Report on Corporate Governance and the policy can be accessed on the Company's website at the link: http//www.rinfra.com/ ir corporate whistleBlowlerPolicy.html.

Risk Management

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Board of the Company during the year, constituted a Risk Management Committee. The Committee consists of majority of independent directors and also senior managerial personnel. The details of the Committee and its terms of reference etc. are set out in the Corporate Governance Report forming part of this Report.

The Company has a robust Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at the Company level as also separately for business segments.

Compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to upholding and maintaining the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year, no such complaints were received.

Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility Committee (CSR) in compliance with the provisions of Section 1 35 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility Committee consists of Shri K Ravikumar as Chairman, Dr. V.K. Chaturvedi and Ms Ryna Karani as members. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company. The CSR policy may be accessed on the Company's website at the link: http://www.rinfra.com/pdf/RInfra CSR Policy.pdf

The disclosures with respect to CSR activities forming part of this Report is given as Annexure F.

Order, if any, passed by the regulator or courts or tribunals.

No orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Business Responsibility Statement

SEBI vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012, has mandated top 100 listed entities, based on market capitalisation on BSE Limited and National Stock Exchange of India Limited at March 31, 2012, to include Business Responsibility Report ("BRR") as part of the Annual Report. In view of FAQ's issued by SEBI, the BRR has been uploaded on the website of the Company www.rinfra.cominvestor relationsshareholders. Any shareholder interested in obtaining physical copy of BRR may write to the Company Secretary at the Registered Office of the Company.

Acknowledgements

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, debentu reholders, debenture trustees, bankers, financial institutions, government authorities, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff of the Company, resulting in the satisfactory performance of the Company during the year.

For and on behalf of the Board of Directors

Mumbai Anil Dhirubhai Ambani May 27, 2015 Chairman


Mar 31, 2014

Dear Shareowners,

The Directors present the 85th Annual Report and the audited accounts for the financial year ended March 31, 2014.

Financial Results

The standalone performance of the Company for the financial year ended March 31, 2014 is summarised below:

Particulars Financial Year ended Financial Year ended March March 31,2014 31,2013

Rs. ** US $ Rs. ** US $ in Crore in Million in Crore in Million

Total income 12,581 2,100 15,405 2,838

Gross profit before depreciation 2,139 357 2,536 467

Depreciation 342 57 392 72

Profit before taxation 1,797 300 2,144 395

Tax expenses (Net) 209 35 144 27 (including deferred tax and tax for earlier years)

Profit after taxation 1,588 265 2,000 368

Add : Balance of profit brought forward from previous year 661 110 619 114

Profit available for appropriations 2,249 375 2,619 482 Appropriations :

Dividend on equity shares (including tax on dividend) (Net) 223 37 214 39

Transfer to Statutory Reserves 14 2 12 2

Transfer to General Reserve 1,200 200 1,600 295

Transfer to Debenture Redemption Reserve 123 21 132 24

Balance carried to Balance Sheet 689 115 661 122

(** Rs. 59.915 = US $ 1 Exchange rate as on March 31, 2014) (Rs. 54.285 = US $ 1 Exchange rate as on March 31, 2013)

Financial Performance

During the year under review, your Company earned an income of Rs. 12,581 crore against Rs. 15,405 crore in the previous year. The Company earned profit after tax of Rs. 1,588 crore against Rs. 2,000 crore in the previous year. Shareholders'' equity (Net worth) increased to Rs. 21,292 crore from Rs. 20,236 crore in the previous year.

Dividend

Your Directors have recommended a dividend ofRs. 7.50 (75 per cent) per equity share (Previous year Rs. 7.40 per equity share) aggregating to Rs. 197.24 crore (inclusive of dividend distribution tax) for the financial year 2013-14 which, if approved at the ensuing 85th Annual General Meeting (AGM), will be paid to (i) all those equity shareholders whose names appear in the Register of Members as on September 19, 2014, and (ii) to those members whose names appear as beneficial owners as on September 19, 2014, as furnished by the National Securities Depository Limited and Central Depository Services (India) Limited for the purpose.

The Dividend payout as proposed is in accordance with the Company''s policy to pay sustainable dividend linked to long term performance, keeping in view the capital needs for the Company''s growth plans and to achieve optimal fnancing of such plans through internal accruals.

Business Operations

The Company is in the business of generation, transmission and distribution of electricity. The Company is the leading player in the country in the Engineering, Procurement and Construction (EPC) segment of the power and infrastructure sectors. The Company is also engaged in implementation, operation and maintenance of several projects through special purpose vehicles in various infrastructural areas.

Standby Charges

In the pending litigation on standby charges, The Tata Power Company Limited (TPC) had fled an appeal in the Hon''ble Supreme Court which admitted it and directed TPC to deposit Rs. 227 crore (being 50 per cent of the amount of refund including interest up to December 31, 2006) as per the order of the Appellate Tribunal for Electricity and furnish a bank guarantee for Rs. 227 crore. The Company was permitted to withdraw the amount after giving an undertaking to repay the amount, if required, without demur together with interest as may be determined by the Hon''ble Supreme Court. The Company, after giving such an undertaking received Rs. 227 crore on March 12, 2007. The Company is yet to receive the final order from the Hon''ble Supreme Court.

Scheme of Amalgamation between WRTML and RCWPL

The Scheme of Amalgamation between two wholly owned subsidiaries of the Company, Reliance Cement Works Private Limited (RCWPL) with Western Region Transmission (Maharashtra) Private Limited (WRTMPL) has been sanctioned by the Hon''ble High Court of Bombay on April 25, 2014, with the Appointed Date April 1, 2013. The Scheme has become effective on WRTMPL fling the Order with the Registrar of Companies, Maharashtra on June 3, 2014, as required under section 394(3) of the Companies Act, 1956. As per the Scheme, the Company would receive 8 per cent non cumulative non convertible redeemable preference shares of Rs. 0.02 crore of WRTMPL in lieu of the equity investment ofRs. 0.02 crore in RCWPL held and disclosed under non current investments as at March 31, 2014.

Scheme of Amalgamation envisaging merger of Company''s step down subsidiaries, Western Region Transmission (Gujarat) Private Limited and Western Region Transmission (Maharashtra) Private Limited with the Company.

The Scheme of Amalgamation envisaging merger of the Company''s step down subsidiaries, Western Region Transmission (Gujarat) Private Limited and Western Region Transmission (Maharashtra) Private Limited with the Company, with effect from merger Appointed Date of April 1, 2013 (''Scheme''), was sanctioned by the Hon''ble High Court of Bombay vide Order dated July 15, 2014.The Scheme shall be effective subject to obtaining approval of the Project lenders of WRTGPL and WRTMPL.

Issue of Non-Convertible Debentures

During the year under review, the Company issued Secured Redeemable Non Convertible Debentures (SRNCDs) aggregating to Rs. 2,390 crore (Series 11A to Series 23B) on Private Placement basis to various financial institutions, banks, pension fund and insurance companies. The SRNCDs are listed on BSE Limited and National Stock Exchange of India Limited.

Passing of Resolutions through Postal Ballot

Pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013, the Company has sent Postal Ballot Notice and Form dated August 8, 2014 to the Members of the Company seeking their consent to the following special businesses: viz.(i) appointment of Shri S S Kohli as an Independent Director, (ii) appointment of Shri K Ravikumar as an Independent Director, (iii) appointment of Shri V R Galkar as an independent director, (iv) appointment of Ms. Ryna Karani as an Independent Director (v) private placement of non-convertible debentures (vi) borrowing limits of the Company (vii) creation of charge/mortgage on assets of the Company, (viii) remuneration of the Cost Auditors for the financial year ending March 31, 2015, (ix) investments in securities of other bodies corporate and (x) issue of securities to the qualifed institutional buyers. The Postal Ballot Results will be announced on September 20, 2014.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the stock exchanges in India, is presented in a separate section forming part of this Annual Report.

Subsidiaries

During the year under review, Noida Global SEZ Private Limited ceased to be subsidiary of the Company and Reliance Cement Works Private Limited, a subsidiary was merged with Western Region Transmission (Maharashtra) Private Limited, another subsidiary of the Company.

In accordance with the general circular issued by the Ministry of Corporate Affairs (MCA), Government of India (GoI), Balance Sheet, Statement of profit and Loss and other documents of the subsidiary companies are not attached with the Balance Sheet of the Company. The Company shall make available the copies of annual accounts of the subsidiary companies and related detailed information to the shareholders of the Company seeking the same. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholder at the Registered office of the Company and that of respective subsidiary companies.

Further, pursuant to Accounting Standard (AS-21) prescribed under the Companies (Accounting Standards) Rules, 2006 (Accounting Standards Rules) and the Listing Agreement, Consolidated Financial Statements presented herein by the Company include financial results of subsidiary companies, which forms part of this Annual Report.

Directors

In terms of the provisions of the Companies Act, 1956, Dr V K Chaturvedi, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting (AGM).

In terms of the provisions of Sections 149 and 152 of the Companies Act, 2013, the Company through the postal ballot notice issued on August 8, 2014, proposes to appoint Shri V R Galkar as Independent Director to hold office for a term commencing from the date of the said resolution coming into effect and ending on February 15, 2019. It is also proposed to appoint Ms. Ryna Karani as Independent Director to hold office for a term of five consecutive years from the date of coming into effect of the resolution through the said postal ballot. It is also proposed to appoint Shri S. S. Kohli and Shri K. Ravikumar as Independent Directors for a consecutive term of five years each through the said postal ballot

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

A brief resume of the Directors being appointed at the ensuing AGM, nature of expertise in Specific functional areas and names of the companies in which they hold directorship and / or membership / chairmanships of Committees of the respective Boards, shareholding and relationship between directors inter se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is given in the section on Corporate Governance Report forming part of this Annual Report.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable Accounting Standards had been followed along with proper explanations relating to material departures;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

ii. the Directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv the Directors had prepared the annual accounts for the financial year ended March 31, 2014, on a ''going concern'' basis.

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiaries, joint ventures and associates, as approved by their respective Boards of Directors have been prepared in accordance with the Accounting Standard (AS) - 21 on ''Consolidated Financial Statements'' read with Accounting Standard (AS) - 23 on ''Accounting for Investments in Associates'' and Accounting Standard (AS) - 27 on ''Financial Reporting of Interests in Joint Ventures'', notifed under Section 211 (3C) of the Companies Act, 1956 read with the Companies (Accounting Standards) Rules, 2006, as applicable. These Financial Statements form a part of the Annual Report.

Auditors and Auditors'' Report

M/s. Haribhakti & Co. LLP, Chartered Accountants and M/s. Pathak H. D. & Associates, Chartered Accountants, the auditors of the Company hold office until the conclusion of the ensuing AGM and are eligible for re-appointment.

The Company has received letters from M/s. Haribhakti & Co. LLP, Chartered Accountants and M/s Pathak H. D. & Associates, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under applicable provision of the Companies Act, 2013 and that they are not disqualifed for such appointment within the meaning of Section 141(3) of the Companies Act, 2013.

The observations and comments given by Auditors in their report read together with Notes to Accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

Cost Auditor

The Company has appointed M/s. V. J. Talati & Co., Cost Accountants for conducting cost audit for the generation, transmission and distribution of electricity businesses and engineering, procurement and construction (EPC) business of the Company for the financial year ending March 31, 2015. The Cost Audit Reports are duly fled within the prescribed period.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered office of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure A forming part of this Report.

Corporate Governance

The Company has adopted "Reliance Group – Corporate Governance Policies and Code of Conduct" which has set out the systems, processes and policies conforming to international standards.

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, forms part of this Annual Report. A certifcate from the Auditors of the Company, M/s. Haribhakti & Co. LLP, Chartered Accountants and M/s. Pathak H. D. & Associates, Chartered Accountants, confirming compliance with conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this Report.

Business Responsibility Reporting

The Securities Exchange Board of India vide its Circular CIR/ CFD/DIL/8/2012 dated August 13, 2012, has mandated the top 100 listed entities, based on market capitalisation on BSE Limited and National Stock Exchange of India Limited as at March 31, 2012, to include Business Responsibility Report ("BRR") as part of the Annual Report. In view of FAQ''s dated May 10, 2013 issued by SEBI, the BRR has been uploaded on the website of the Company www.rinfra.com. Any shareholder interested in obtaining physical copy of BRR may write to the Company Secretary at the registered office of the Company.

Acknowledgments

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, debenture holders, debenture trustees, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff towards the continued growth of the Company.

For and on behalf of the Board of Directors

Mumbai Anil Dhirubhai Ambani

August 14, 2014 Chairman


Mar 31, 2013

Dear Shareowners,

The Directors present the 84th Annual Report and the audited accounts for the financial year ended March 31, 2013.

Financial Results

The standalone performance of the Company for the financial year ended March 31, 2013 is summarised below:

Particulars Financial Year ended Financial Year ended March 31,2013 March 31, 2012 Rs. **US$ Rs. **US$ in crore in million in crore in million

Total income 15,405 2,838 18,615 3,659

Gross profit before depreciation 2,536 467 2,766 544

Depreciation 392 72 268 53

Profit before taxation 2,144 395 2,498 491

Tax expenses (Net) 144 27 498 98 (including deferred tax and tax for earlier years)

Profit after taxation 2,000 368 2,000 393

Add : Balance of profit brought forward from previous year 619 114 400 79

Profit available for appropriations 2,619 482 2,400 472

Appropriations :

Dividend on equity shares (including tax on dividend) (Net) 214 39 222 44

Transfer to Statutory Reserves 12 2 11 2

Transfer to General Reserve 1,600 295 1,500 295

Transfer to Debenture Redemption Reserve 132 24 48 9

Balance carried to Balance Sheet 661 122 619 122

** Rs. 54.285 = US $ 1 Exchange rate as on March 31, 2013 (Rs. 50.875 = US $ 1 as on March 31, 2012)

Financial Performance

During the year under review, your Company earned an income of Rs.1 5,405 crore, against Rs. 18,615 crore in the previous year. The Company earned profit after tax of Rs. 2,000 crore being the same amount as earned in the previous year. Shareholders equity (Net worth) increased to Rs. 20,236 crore from Rs. 18,650 crore in the previous year.

Dividend

Your Directors have recommended a dividend of Rs. 7.40 (74 per cent) per equity share (Previous year Rs. 7.30 per equity share) aggregating Rs. 195 crore (inclusive of dividend distribution tax) for the financial year 2012-13 which, if approved at the ensuing 84th Annual General Meeting (AGM), will be paid to (i) those members whose names appear on the Register of Members of the Company after giving effect to all valid share transfers in physical form lodged with the Company on or before Saturday, August 17, 2013, and (ii) those members whose names appear as beneficial owners as on Saturday, August 17, 2013, as per particulars to be furnished for this purpose, by the Depositories, viz. National Securities Depository Limited and Central Depository Services (India) Limited.

The dividend payout as proposed is in accordance with the Company''s policy to pay sustainable dividend linked to long term performance, keeping in view the capital needs for the Company''s growth plans and to achieve optimal financing of such plans through internal accruals.

Business Operations

The Company is in the business of generation, transmission and distribution of electricity. The Company is the leading player in the country in the Engineering, Procurement and Construction (EPC) segment of the power and infrastructure sectors. The Company is also engaged in implementation, operation and maintenance of several projects through special purpose vehicles in various infrastructural areas.

Standby Charges

In the pending litigation on standby charges, The Tata Power Company Limited (TPC) had filed an appeal in the Hon''ble Supreme Court which admitted it and directed TPC to deposit Rs. 227 crore (being 50 per cent of the amount of refund including interest up to December 31, 2006) as per the order of the Appellate Tribunal for Electricity and furnish a bank guarantee for Rs. 227 crore. The Company was permitted to withdraw the amount after giving an undertaking to repay the amount, if required, without demur, on the final order being passed. The Company, after giving such an undertaking, received Rs. 227 crore on March 1 2, 2007. The Company is yet to receive final order from the Hon''ble Supreme Court.

Scheme of Arrangement

The scheme of arrangement envisaging merger of the Company''s wholly owned subsidiaries, Reliance Bhavnagar Power Private Limited (RBPPL), Reliance Jamnagar Power Private Limited (RJPPL) and Reliance Infrastructure Engineers Private Limited (RIEPL) with the Company became effective from the appointed date of February 1, 2013. Consequently, upon extinguishment of the authorised share capital of the transferor companies, the authorised share capital of the Company stands increased by Rs. 100 crore to Rs. 2050 crore.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the listing agreement with the stock exchanges in India, is presented in a separate section forming part of this Annual Report.

Subsidiary Companies

In terms of the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, Reports of the Board of Directors and Auditors thereon, of the subsidiary companies are not being attached to the Balance Sheet of the Company, However, the financial information of the subsidiary companies as required to be disclosed by the Company is provided under the paragraph ''Financial Information of Subsidiary Companies'', which forms a part of the Annual Report.

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same.

The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

Details of major subsidiaries of the Company and their business operations during the year under review are covered in the Management Discussion and Analysis Report.

Directors

During the year, in line with the corporate governance policy of the Group and in line with recommendatory provisions of listing agreement entered into with stock exchanges, Gen V P Malik, Shri S L Rao and Dr Leena Srivastava stepped down from the Board of the Company after completion of 3 terms of 3 years each aggregating to 9 years effective April 20, 2012. With a view to separating the executive responsibilities from the Board, Shri Lalit Jalan and Shri S C Gupta, Whole-time Directors, stepped down from the Board with effect from April 21,2012. Shri Lalit Jalan has been designated as Chief Executive Officer of the Company. Dr V K Chaturvedi and Shri K Ravikumar were appointed as additional directors on April 21, 2012 and August 14, 2012 respectively. Shri C P Jain resigned from the Board with effective from September 4, 2012. The Board places on record its sincere appreciation for the valuable contribution made by Gen V P Malik, Shri S L Rao, Dr Leena Srivastava, Shri C P Jain and Shri S C Gupta during the period of their association with the Company

In terms of the provisions of the Companies Act, 1956, Shri K Ravikumar and Shri R R Rai, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting (AGM).

Brief resume of all Directors, including those proposed to be re-appointed at the ensuing AGM, nature of their expertise in specific functional areas and names of companies in which they hold directorships and/or memberships/chairmanship of committees of the Board, shareholding and inter-se relationships between Directors, if any, as stipulated under Clause 49 of the listing agreement entered into with the stock exchanges in India, is provided in the report on Corporate Governance forming part of this Annual Report.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable Accounting Standards had been followed along with proper explanations relating to material departures;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the year ended on that date;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Directors had prepared the annual accounts for the financial year ended March 31, 2013, on a ''going concern'' basis.

Auditors and Auditors'' Report

M/s. Haribhakti & Co., Chartered Accountants and M/s. Pathak H. D. & Associates, Chartered Accountants, the auditors of the Company hold office until the conclusion of the ensuing AGM and are eligible for re-appointment.

The Company has received letters from M/s. Haribhakti & Co., Chartered Accountants and M/s Pathak H. D. & Associates, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

The observations and comments given by Auditors in their report read together with Notes to Accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

Cost Auditor

The Company has appointed M/s. V. J. Talati & Co., Cost Accountants for conducting cost audit for the generation, transmission and distribution of electricity businesses and engineering, procurement and construction (EPC) business of the Company for the financial year ending March 31, 2014. For the financial year 2011-12, the Cost Auditor has duly filed the Cost Audit Report.

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiaries, joint ventures and associates, as approved by their respective Boards of Directors have been prepared in accordance with the Accounting Standard (AS) - 21 on ''Consolidated Financial Statements'' read with Accounting Standard (AS) - 23 on ''Accounting for Investments in Associates'' and Accounting Standard (AS) - 27 on ''Financial Reporting of Interests in Joint Ventures'', notified under Section 211 (3C) of the Companies Act, 1 956 read with the Companies (Accounting Standards) Rules, 2006, as applicable. These Financial Statements form a part of the Annual Report.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1 975, as amended, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure A forming part of this Report.

Corporate Governance

The Company has adopted the "Reliance Group - Corporate Governance Policies and Code of Conduct" which has set out the systems, processes and policies conforming to international standards. The report on Corporate Governance as stipulated under Clause 49 of the listing agreement with the stock exchanges, forms part of the Annual Report.

A certificate from the Auditors of the Company, M/s. Haribhakti & Co., Chartered Accountants and M/s. Pathak H. D. & Associates, Chartered Accountants confirming compliance with conditions of Corporate Governance as stipulated under clause 49 of the listing agreement is attached to this Report.

Business Responsibility Reporting

The Securities and Exchange Board of India, by its circular dated August 13, 2012, has mandated the top 100 listed entities, based on market capitalization on BSE Limited and National Stock Exchange of India Limited as at March 31, 2012, to include Business Responsibility Report ("BRR") as part of the Annual Report. As per Frequently Asked Questions (FAQs) dated May 10, 2013 issued by SEBI, the BRR has been uploaded on the website of the Company www.rinfra.com/investor relations/ shareholders. Any shareholder interested in obtaining a physical copy of BRR may write to the Company Secretary at the registered office of the Company

Acknowledgments

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, debentureholders, debenture trustees, bankers, financial institutions, government authorities, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Mumbai Anil Dhirubhai Ambani

May 14, 2013 Chairman


Mar 31, 2012

The Directors present the 83rd Annual Report and the audited accounts for the financial year ended March 31, 2012.

Financial Results

The standalone performance of the Company for the financial year ended March 31, 2012 is summarised below:

Particulars Financial Year ended *Financial Year ended March 31,2012 March 31, 2011 Rs. **US$ Rs. **US$ in crore in million in crore in million

Total income 18,615 3,659 10,210 2,289

Gross profit before depreciation 2,766 544 1,448 325

Depreciation 268 53 313 70

Profit before taxation 2,498 491 1,135 255

Tax expenses (Net) 498 98 54 12 (including deferred tax and tax for earlier years)

Profit after taxation 2,000 393 1,081 243

Add : Balance of profit brought forward from previous year 400 79 598 134

Profit available for appropriations 2,400 472 1,679 377

Appropriations :

Dividend on equity shares (including tax on dividend) (Net) 222 44 222 50

Transfer to Statutory Reserves 11 2 19 4

Transfer to General Reserve 1,500 295 1,000 224

Transfer to Debenture Redemption Reserve 48 9 38 9

Balance carried to Balance Sheet 619 122 400 90

*Figures of previous year have been regrouped and reclassified wherever required

** Rs. 50.875 = US $ 1 Exchange rate as on March 31, 2012 (Rs.44.595 = US $ 1 as on March 31, 2011)

Financial Performance

During the year under review, your Company earned an income of Rs. 18,615 crore, against Rs. 10,210 crore in the previous year. The Company earned profit after tax of Rs. 2,000 crore as compared to Rs. 1,081 crore in the previous year. Shareholders equity (Net worth) increased to Rs. 18,541 crore from Rs. 17,668 crore in the previous year.

Dividend

Your Directors have recommended a dividend of Rs. 7.30 (73 per cent) per equity share (Previous year Rs. 7.20 per equity share) aggregating Rs. 192 crore for the financial year 2011-12 which, if approved at the ensuing 83rd Annual General Meeting (AGM), will be paid to (i) those members whose names appear on the Register of Members of the Company after giving effect to all valid share transfers in physical form lodged with the Company on or before August 24, 2012, and (ii) those members whose names appear as beneficial owners as on August 24, 201 2, as per particulars to be furnished for this purpose, by the Depositories, viz. National Securities Depository Limited and Central Depository Services (India) Limited.

The dividend payout as proposed is in accordance with the Company's policy to pay sustainable dividend linked to long term performance, keeping in view the capital needs for the Company's growth plans and to achieve optimal financing of such plans through internal accruals.

Business Operations

The Company is in the business of generation, transmission and distribution of power. During the year, the Maharashtra Electricity Regulatory Commission extended the distribution and transmission licence of the Company for a further period of 25 years. The Company is the leading player in the country in the Engineering, Procurement and Construction (EPC) segment of the power and infrastructure sectors. The Company is also engaged in implementation, operation and maintenance of several projects through special purpose vehicles in various infrastructural areas.

A detailed review of the operations, performance and outlook of the Company and its business is given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Standby Charges

In the pending litigation on standby charges, The Tata Power Company Limited (TPC) had filed an appeal in the Hon'ble Supreme Court which admitted it and directed TPC to deposit Rs. 227 crore (being 50 per cent of the amount of refund including interest up to December 31, 2006) as per the order of the Appellate Tribunal for Electricity and furnish a bank guarantee for Rs. 227 crore. The Company was permitted to withdraw the amount after giving an undertaking to repay the amount, if required, without demur, on the final order being passed. The Company, after giving such an undertaking received Rs. 227 crore on March 12, 2007. The Company is yet to receive final order from the Hon'ble Supreme Court.

Scheme of Arrangement

The scheme of arrangement envisaging merger of (i) the Company's wholly owned subsidiaries viz. Reliance Energy Limited (REL), Reliance Energy Generation Limited (REGL), Reliance Goa and Samalkot Power Limited (RGSPL), Reliance Property Developers Limited (RPDL) and Reliance Infraventures Limited (RInvL) with the Company and (ii) the demerger of the container business undertaking of Reliance Infrastructure Engineers Private Limited (RIEPL) in the Company with effect from merger appointed date of February 1, 2012 and demerger appointed date of April 1, 2011 was sanctioned by the Hon'ble Bombay High Court vide order dated April 20, 2012.

Issue of Securities and Share Capital

(i) Buy-back of shares

Pursuant to the resolution passed by the Board of Directors of the Company and in accordance with the provisions of the Companies Act, 1956 and the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998, the Company made a Public announcement to buy-back the equity shares of the Company at a maximum price of Rs. 725 per equity share, up to an amount not exceeding 10 per cent of the paid-up equity share capital and free reserves (including securities premium) of the Company, i.e. up to Rs. 1,000 crore. The buy-back offer was open from April 11, 2011 up to February 13, 2012 and the Company bought-back 44,30,262 equity shares at an aggregate value of Rs. 234.88 crore. Consequently the paid-up capital of the Company declined from Rs. 267.46 crore to Rs. 263.03 crore as on February 13, 2012.

(ii) Issue of Non-Convertible Debentures

During the year under review, the Company issued 10.50 per cent, 10.25 per cent and 11.15 per cent Secured Redeemable Non-Convertible Debentures (NCDs) aggregating Rs. 1,000 crore (Series 5, 6, 8, 9 and 10) on Private Placement basis to financial institutions, banks, pension fund and insurance companies. The NCDs in series 5 are redeemable on July 27, 2018, series 6 NCDs are redeemable in 3 equal instalments payable on January 27, 2016, January 27, 2017 and January 27, 2018, series 8 NCDs are redeemable on March 30, 201 6, series 9 are redeemable on March 30, 2017, and series 10 are redeemable on March 30, 2018. The NCDs are listed on BSE Limited and National Stock Exchange of India Limited. Further during the year under review, the Company issued 11.40 per cent Unsecured Redeemable Non-Convertible Debentures (UNCDs) aggregating Rs. 300 crore (Series 7) on Private Placement basis to banks and financial institutions. The series 7 UNCDs are redeemable on September 29, 2013. The UNCDs are listed on BSE Limited and National Stock Exchange of India Limited.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the listing agreement with the stock exchanges in India, is presented in a separate section forming part of this Annual Report.

The Company has entered into various contracts in the area of infrastructure and value added service businesses. Some of them have already been completed and benefits of the same have already been started accruing. Contracts under progress are periodically reviewed by the Board.

Subsidiary Companies

In terms of the general exemption granted by the Ministry of Corporate Affairs vide General Circular No.2/2011 dated February 8, 2011 under Section 212 (8) of the Companies Act, 1956, copies of the Balance Sheet, Statement of Profit and Loss, Cash flow Statement, Report of the Board of Directors and Auditors thereon, of the Subsidiary Companies are not being attached to the Balance Sheet of the Company. The financial information of the subsidiary companies as required to be disclosed by the Company are provided under the paragraph 'Financial Information of Subsidiary Companies', which forms a part of the Annual Report.

The Company will make available hard copy of Annual Accounts of the subsidiary companies and the related detailed information to the shareholders of the Company seeking the same.

The Annual Accounts of the subsidiary Companies will also be available for inspection by shareholders at the Registered Office the Company and that of the respective subsidiary companies.

Further, pursuant to the provisions of Accounting Standard AS- 21 and AS-27 prescribed under the Companies (Accounting Standards) Rules, 2006 and Listing Agreement as prescribed by the Securities and Exchange Board of India, the Consolidated Financial Statements presented by the Company form part of this Annual Report.

Directors

In terms of the provisions of the Companies Act, 1956, Shri Sateesh Seth, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting (AGM).

Shri S S Kohli and Shri C P Jain were appointed as Additional Directors in terms of Section 260 of the Companies Act, 1956 effective from February 14, 2012. Dr V K Chaturvedi was appointed as Additional director of the Company effective from April 21, 2012. They hold office of the Director up to the date of the ensuing AGM. The Company has received a notice in writing from a member proposing the candidatures of Shri S S Kohli, Shri C P Jain and Dr V K Chaturvedi for the office of Director of the Company, liable to retire by rotation and accordingly, their candidatures for appointment as Directors has been included in the Notice convening the AGM.

With a view to separating the executive responsibilities from the Board, Shri Lalit Jalan and Shri S C Gupta stepped down from the Board with effect from April 21, 2012. Shri Lalit Jalan has been designated as Chief Executive Officer of Reliance Infrastructure Limited and Shri S C Gupta has been designated as Chief Executive Officer of Engineering, Procurement and Construction (EPC) business of the Company.

In accordance with the corporate governance policy of the Group and in line with recommendatory provisions of listing agreement entered into with the stock exchanges, Gen V P Malik, Shri S L Rao and Dr Leena Srivastava had completed 3 terms of 3 years each aggregating to 9 years and consequently stepped down from the Board of the Company on April 20, 2012. The Board of Directors have placed on record its sincere appreciation for the valuable contribution made by Gen V P Malik, Shri S L Rao and Dr Leena Srivastava, during the period of their association with the Company.

Brief resume of all directors, including those proposed to be appointed at the ensuing AGM, nature of their expertise in specific functional areas and names of companies in which they hold directorships and/or memberships/chairmanship of Committees of the Board, shareholding and relationships between directors, inter se, if any, as stipulated under Clause 49 of the listing agreement entered into with the Stock Exchanges in India, is provided in the report on Corporate Governance forming part of this Annual Report.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts, for the financial year ended March 31, 2012, the applicable Accounting Standards had been followed along with proper explanations relating to material departures;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year ended on that date;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Directors had prepared the annual accounts for the financial year ended March 31, 2012, on a 'going concern' basis.

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiaries, joint ventures and associates, as approved by their respective board of directors have been prepared in accordance with the Accounting Standard (AS) - 21 on 'Consolidated Financial Statements' read with Accounting Standard (AS) - 23 on 'Accounting for Investments in Associates' and Accounting Standard (AS) - 27 on 'Financial Reporting of Interests in Joint Ventures', notified under Section 211 (3C) of the Companies Act, 1956 read with the Companies (Accounting Standards) Rules, 2006, as applicable.

Fixed Deposits

The Company has not accepted any deposit from the public during the year.

Auditors and Auditors' Report

M/s. Haribhakti & Co., Chartered Accountants and M/s. Pathak

H. D. & Associates, Chartered Accountants, the auditors of the Company hold office until the conclusion of the ensuing AGM and are eligible for re-appointment.

The Company has received letters from M/s. Haribhakti & Co., Chartered Accountants and M/s. Pathak H. D. & Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

The observations and comments given by Auditors in their report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

Cost Auditor

Pursuant to the direction of the Central Government that the cost accounts maintained by the Company be audited by a cost auditor, the Company has appointed M/s. V J Talati & Company, Cost Accountants, for conducting the cost audit for the generation, transmission and distribution of electricity businesses and engineering procurement construction business of the Company for the financial year ending March 31, 2013. For the year 2010-11, the Cost Auditor has duly filed the Cost Audit Report.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees) Amendment Rules, 2011, the names and other particulars of employees are set out in the Annexure to the Directors' Report. However, having regard to the provisions of Section 219(1)(b) (iv) of the Companies Act, 1 956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at its Registered Office of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure-A forming part of this report.

Corporate Governance

The Company has adopted the "Reliance Group - Corporate Governance Policies and Code of Conduct" which has set out the systems, processes and policies conforming to international standards. The report on Corporate Governance as stipulated under Clause 49 of the listing agreement with the Stock Exchanges, forms part of the Annual Report.

A certificate from the Auditors of the Company, M/s. Haribhakti & Co., Chartered Accountants and M/s. Pathak H. D. & Associates, Chartered Accountants confirming compliance with conditions of Corporate Governance as stipulated under clause 49 of the listing agreement, is attached to this Report.

Acknowledgment

Your directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, debentureholders, debenture trustees, bankers, financial institutions, government authorities, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff of the Company, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Mumbai Anil Dhirubhai Ambani

June 5, 2012 Chairman


Mar 31, 2011

Dear Shareowners,

The Directors present the 82nd Annual Report and the audited accounts for the financial year ended March 31, 2011

Financial Results

The standalone performance of the Company for the financial year ended March 31, 2011 is summarised below:

Particulars Financial Year ended *Financial Year ended

March 31, 2011 March 31, 2010

Rs. crore **US $ Rs. crore **US $ in million in million

Total income 10,266.44 2,302.1 10,908.06 2,429.41

Gross profit before depreciation 1,448.46 324.80 1,616.78 360.08

Depreciation 313.41 70.28 319.84 71.23

Profit before taxation 1,135.05 254.52 1,296.94 288.85

Tax expenses (Net) 54.14 12.14 145.25 32.35 (including deferred tax and tax for earlier years)

Profit after taxation 1,080.91 242.38 1151.69 256.50

Add : Balance of profit brought forward from 598.46 134.20 683.20 152.16 previous year

Profit available for appropriations 1,679.37 376.58 1,834.89 408.66 Appropriations :

Dividend on equity shares (including tax on dividend) 222.28 49.84 183.64 40.90

Statutory Reserves 19.06 4.27 16.96 3.78

Transfer to General Reserve 1,000.00 224.24 1,000.00 222.72

Transfer to Debenture Redemption Reserve 37.89 8.50 35.83 7.98

Balance carried to Balance Sheet 400.14 89.73 598.46 133.28

* Figures of previous year have been regrouped and reclassified wherever required

**Rs. 44.595 = US $ 1 Exchange rate as on March 31, 2011 (Rs. 44.90 = US $ 1 as on March 31,2010)

Financial Performance

During the year under review, your Company earned an income of Rs. 10,266 crore, against Rs. 10,908 crore in the previous year. The Company earned Profit after tax of Rs. 1,081 crore as compared to Rs. 1,152 crore in the previous year. Shareholders equity (Net worth) increased to Rs. 1 7,668 crore from Rs. 15,152 crore in the previous year. The factors contributing to the financial performance are discussed more elaborately in the Management Discussion and Analysis Report which is included as part of the Annual Report. Dividend

Your Directors have recommended a dividend of Rs. 7.20 (72 per cent) per equity share (Previous year Rs. 7.10 per equity share) aggregating Rs. 1 91.25 crore for the financial year 2010- 11 which, if approved at the ensuing 82nd Annual General Meeting (AGM), will be paid to (i) those members whose names appear on the Register of Members of the Company after giving effect to all valid share transfers in physical form lodged with the Company on or before September 1 7, 2011, and (ii) those members whose names appear as beneficial owners as on September 1 7, 2011, as per particulars to be furnished for this purpose, by the Depositories, viz. National Securities Depository Limited and Central Depository Services (India) Limited. The dividend payout as proposed is in accordance with the Company's policy to pay sustainable dividend linked to long term performance, keeping in view the capital needs for the Company's growth plans and to achieve optimal financing of such plans through internal accruals. Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the listing agreement with the stock exchanges in India, is presented in a separate section forming part of the Annual Report,

The Company has entered into various contracts in the area of infrastructure and value added service businesses. Some of them have already been completed and benefits of the same have already been started accruing. contracts under progress are periodically reviewed by the Board

Issue of Securities and Share Capital

(i) Conversion of warrants

Pursuant to approval of the members of the Company accorded through postal ballot on June 24, 2009, the Company allotted 4,29,00,000 warrants at Rs. 928.89 each (including a premium ofRs. 918.89 per equity share) on preferential basis to one of the promoter companies AAA Project Ventures Private Limited (AAAPVPL), on July 9, 2009.

During the year, AAAPVPL subscribed to equity shares of the Company on exercise of option attached to warrants whereupon the Company allotted 2,25,50,000 equity shares to the warrant holder. Consequent upon the allotment of these shares, the paid-up capital of the Company increased to 26,74,20,262 equity shares,

AAAPVPL did not opt for conversion of balance 7,50,000 options and accordingly, the same stand lapsed

(ii) Buy-back of shares

Pursuant to the resolution passed by the Board of Directors of the Company and in accordance with the provisions of the Companies Act, 1 956 and the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 the Company made a Public announcement to buy-back the equity shares of the Company at a maximum price of Rs. 725 per equity share, up to an amount not exceeding

10 per cent of the paid-up equity share capital and fire reserves (including securities premium) of the Company, i.e. up to Rs. 1,000 crore. The buy-back offer opened from April 1 1, 2011 and shall remain open until twelve months from the date of the resolution passed by the Board of Directors i.e. February 1 3, 201 2 or when the Company completes the Buy-back to the extent ofRs. 1,000 crore or if the Board opts to close the Buy-back upon reaching 25% of the maximum offer size, whichever is earlier. The Company up to the date of this report, bought-back 1 8,00,000 equity shares at an aggregate amount of Rs. 115.58 crore. Consequently, the paid-up equity share capital of the Company declined from Rs. 267.42 crore to Rs. 265.62 crore as on May 27, 2011 Scheme of Arrangement

(a) Withdrawal of Scheme of Arrangement

The Scheme of Arrangement dated May 9, 2009 envisaging transfer of various operating divisions of the Company, viz., Dahanu Thermal Power Station division, Goa and Samalkot Power Stations division, Power Transmission division, Power Distribution division, Toll Roads division and Real Estate division to its respective resulting six wholly owned subsidiaries was sanctioned by the Hon'ble Bombay High Court on July 24, 2009, subject to the Company receiving the requisite approvals.

Taking into consideration, inter alia, the considerable lapse of time of nearly two years and subsequent changes in the business environment, the proposal was no longer considered relevant and the same was withdrawn on March 25, 2011 with the approval of the Hon'ble Bombay High Court. The withdrawal of the Scheme would not Impact the profitability or business of the Company

(b) Scheme of Amalgamation of Reliance Infraprojects Limited

Reliance Infraprojects Limited, a wholly owned subsidiary of the Company was amalgamated with the Company with effect from May 21, 2011 in terms of the Scheme of Amalgamation ('Scheme') sanctioned by the Hon'ble Bombay High Court vide order dated March 30, 2011. The appointed date of the Scheme was April 1, 2010

Standby Charges

In the pending litigation on standby charges, The Tata Power Company Limited (TPC) had filed an appeal in the Hon'ble Supreme Court which admitted it and directed TPC to deposit Rs. 227 crore (being 50 per cent of the amount of refund including Interest up to December 31, 2006) as per the order of the Appellate Tribunal for Electricity and furnish a bank guarantee for Rs. 227 crore. The Company was permitted to withdraw the amount after giving an undertaking to repay the amount, if required, without demur, on the final order being passed. The Company, after giving such an undertaking received Rs. 227 crore on March 12, 2007. The Company is yet to receive further order from the Hon'ble Supreme Court,

Power Distribution License

The Power distribution license issued to the Company is valid up to August 15, 2011. Maharashtra Electricity Regulatory Commission (MERC) had published a public notice on October 6, 2010 inviting Expression of Interest (EOI) from parties interested in obtaining license for supply of power in RInfra's area of supply in suburbs of Mumbai. Since MERC did not respond to clarification on whether the said Notice is an invitation for issue of parallel license in RInfra's area or whether the same intends to replace the existing license, the Company filed a writ petition in

the Bombay High Court as well as before the Appellate Tribunal for Electricity, against the EOI seeking an immediate stay on the same. The hearing is pending.

Meanwhile, the Company filed a petition before MERC seeking renewal / extension of its license by extending the period by 25 years from August 16, 2011. MERC vide its order dated April 1, 2011, directed the Company to file an application for firesh licence under the Electricity Act, 2003, iinstead of amendment of licence. As directed by MERC, the Company filed an application for firesh licence on April 25, 2011. The licence application has been admitted by MERC after technical validation in the presence of consumer representatives on May 5, 2011

Subsidiary Companies

During the year under review, Utility infrastructure and Works Private Limited, Reliance Cement Private Limited and Reliance infrastructure Engineers Private Limited, became subsidiaries of the Company

As per approval granted by the Ministry of Corporate Affairs vide circular No.02/2011 dated February 8, 2011, copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Auditors of the subsidiary companies are not being attached to the Balance Sheet of the Company. The financial information of the subsidiary companies as required by the above circular is disclosed under 'Financial information of Subsidiary Companies', which forms part of the Annual Report.

The Company will make available hard copies of Annual Accounts of the subsidiary companies and related detailed information to the shareholders of the Company seeking the same

The annual accounts of the subsidiary companies will also be kept for inspection by any shareholders at the Registered Office of the Company and that of respective subsidiary companies

Further, pursuant to Accounting Standard (AS) -21 prescribed under the Companies (Accounting Standards) Rules, 2006 and Listing Agreement as prescribed by the Securities and Exchange Board of India, Consolidated Financial Statements presented by the Company include financial information of subsidiary companies, which forms part of the Annual Report, Fixed Deposits

The Company has not accepted any deposit from the public during the year

Directors

In terms of the provisions of the Companies Act, 1956, Shri S L Rao and Dr Leena Srivastava, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment,

Shri R R Rai was appointed as an Additional Director in terms of Section 260 of the Companies Act, 1956 effective from May 10, 2011. He holds office up to the date of the ensuing AGM. The Company has received a notice in writing from a member proposing the candidature of Shri R R Rai for the office of a Director of the Company, liable to retire by rotation and accordingly, his candidature for appointment as a Director has been included in the Notice convening the AGM

Brief resume of all directors, including those proposed to be appointed at the ensuing AGM, nature of expertise in specific functional areas and names of companies in which they hold directorships and/or memberships/chairmenship of Committees of the Board, shareholding and relationships between directors interse, if any, as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India, is provided in the report on Corporate Governance forming part of the Annual Report,

Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

in the preparation of the annual accounts for the financial year ended March 31, 2011, the applicable Accounting Standards have been followed along with proper explanations relating to material departures

i. the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the year under review;

i the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv the Directors had prepared the annual accounts for the fi nancial year ended March 31, 2011, on a 'going concern' basis.

Group

Pursuant to an intimation received from the Promoters, the names of the Promoters and entities comprising 'Group' as deifned under the Monopolies and Restrictive Trade Practices Act, 1969 are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiaries, joint ventures and associates, as approved by their respective board of directors have been prepared in accordance with the Accounting Standard (AS) - 21 on 'Consolidated Financial Statements' read with Accounting Standard (AS) - 23 on 'Accounting forinvestments in Associates' and Accounting Standard (AS) - 27 on 'Financial Reporting of Interests in Joint Ventures', notified under Section 211 (3C) of the Companies Act, 1956 read with the Companies (Accounting Standards) Rules, 2006, as applicable

Auditors and Auditors' Report

M/s. Haribhakti & Co., Chartered Accountants and M/s. Pathak H D & Associates, Chartered Accountants, the auditors of the Company hold office until the conclusion of the ensuing AGM and are eligible for re-appointment.

The Company has received letters from M/s. Haribhakti & Co. Chartered Accountants and M/s. Pathak H D & Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1 B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956

The observations and comments given by Auditors in their report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 21 7 of the Companies Act, 1956

Cost Auditor

Pursuant to the direction of the Central Government that the cost accounts maintained by the Company be audited by a cost auditor, the Company has appointed M/s. VJ Talati & Company Cost Accountants, for conducting the cost audit for the generation, transmission and distribution of electricity businesses of the Company for the fi nancial year ended March 31, 2011

Particulars of Employees

In terms of the provisions of Section 21 7(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and the Companies (Particular of Employees) Amendment Rules, 2011, the names and other particulars of employees are set out in the Annexure to the Directors' Report, However, having regard to the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member Interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required to be disclosed pursuant to Section 21 7(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure-A forming part of this report.

Corporate Governance

The Company has adopted the Reliance Group - Corporate Governance Policies and Code of Conduct which has set out the systems, processes and policies conforming to international standards. The report on Corporate Governance as stipulated under Clause 49 of the listing agreement with the Stock Exchanges, forms part of the Annual Report,

A certificate from the Auditors of the Company, M/s. Haribhakti & Co., Chartered Accountants and M/s. Pathak H D & Associates Chartered Accountants confirming compliance with conditions of Corporate Governance as stipulated under clause 49 of the listing agreement, is attached to this Report,

Acknowledgment

Your directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders debentureholders, bankers, financial institutions, government authorities, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff of the Company, resulting in the successful performance of the Company during the year

For and on behalf of the Board

of Directors

Mumbai Anil Dhirubhai Ambani

May 27, 2011 Chairman

 
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