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Directors Report of Reliance Infrastructure Ltd.

Mar 31, 2023

Your Directors present the 94th Annual Report and the audited financial statements for the Financial Year ended March 31, 2023. Financial performance and state of the Company''s affairs

The financial performance of the Company for the Financial Year ended March 31, 2023 is summarised below:

(Rs. in crore)

Particulars

Financial

year ended

Financial year ended March

March 31, 2023

31, 2022

Standalone

Consolidated

Standalone

Consolidated*

Total Income

1,108

21,161

1,973

19,133

Gross Profit / (Loss) before depreciation and Exceptional Items

(784)

1375

(322)

627

Depreciation and Amortisation

27

1,448

42

1,283

Exceptional Items-(Expenses)/Income

(2,393)

(2,393)

-

-

Profit/(Loss) before taxation

(3,204)

(2,466)

(364)

(656)

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

(6)

7

4

23

Profit/(Loss) after taxation before share of associates and non controlling interest

(3,198)

(2,473)

(368)

(679)

Profit/(Loss) after taxation after share of associates and non controlling interest

(3,198)

(3,221)

(368)

(999)

Balance of profit brought forward from previous year

(85)

(4228)

284

(3220)

Other comprehensive income recognised directly in retained earnings

(2)

(12)

1

(2)

Profit available for appropriations

(3,285)

-

(85)

-

Balance carried to Balance Sheet

(3,285)

(7,552)

(85)

(4,228)

*The consolidated figures for Financial Year ended March 31, 2022 are restated as

per Note No.

35(c) of the consolidated financial statement.

Update on various liquidity events:

1. Delhi Airport Metro Express Private Limited (DAMEPL) vs Delhi Metro Rail Corporation (DMRC) - Execution of Supreme Court Decree of September 2021

In the matter of arbitration dispute between DAMEPL, a subsidiary of the Company and DMRC, DAMEPL has thus far received a sum of '' 2,599.18 crore from DMRC, based on undertakings by DMRC before Hon''ble Delhi High Court. The entire proceeds have been utilized to repay DAMEPL''s Lenders. The balance decretal sum to be recovered from DMRC as on the date of this report is '' 4,757.30 crore.

In DAMEPL''s execution proceedings, Hon''ble Delhi High Court had impleaded the Union of India and Government of National Capital Territory of Delhi (GNCTD) and had passed an order in March 2023 directing as follows:

(a) The Union of India and GNCTD to consider DMRC''s requests for sovereign guarantees/subordinate debt in 2 weeks. Upon receipt of the same, DMRC was directed to deposit the entire awarded sums with DAMEPL in one month.

(b) If DMRC''s request was declined, Union of India was directed to repatriate all funds received by it from DMRC within 2 weeks, so as to restore the balance of DMRC accounts as on March 10, 2022. DMRC was thereafter directed to make full payment to DAMEPL forthwith.

(c) In case of failure of the aforesaid options, DMRC''s accounts would stand automatically attached.

Business Operations

The Company is engaged in the business of providing Engineering and Construction (E&C) services for power, roads, metro rail and other infrastructure sectors. The Company is also engaged in implementation, operation and maintenance of several projects in defence sector and infrastructural areas through its special purpose vehicles. It has executed the state of the art Mumbai Metro line one project on build, own, operate and transfer basis. Further, the Company is also a leading utility company having presence across the value chain of energy businesses.

Management Discussion and Analysis

The Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (the Listing Regulations), is presented in a separate section forming part of this Annual Report.

Conversion of Warrants into Equity Shares

During the year under review, Company issued and allotted 2.42 crore equity shares of '' 10 each to VFSI Holdings Pte. Ltd, and 6.46 crore equity shares of '' 10 each to Risee Infinity Private Limited (a Company belonging to promoter group) for cash at a price of '' 62 (including premium of '' 52) per equity share, upon exercise of their respective rights to convert the warrants into equivalent number of equity shares, in terms of Preferential Issue made under the SEBI Issue of Capital and Disclosure Requirements (ICDR) Regulations, 2018. The aforesaid equity shares rank pari passu in all respects with the existing equity shares of the Company. The Company has received '' 412.92 crore being balance 75% of the issue price of the warrants and the same is being utilized for the purpose for which it was raised.

(d) The Hon''ble Delhi High Court further observed that it would then consider appropriate directions against the Union of India and GNCTD to satisfy the award, consequent to lifting of the corporate veil of DMRC.

The order of March 2023 has been challenged by Union of India, GNCTD and DAMEPL before Hon''ble Supreme Court.

2. Reliance Infrastructure Limited vs Damodar Valley Corporation (DVC) - update on the arbitration award

During December 2019, the Company succeeded in the arbitration invoked by it against DVC. By an unanimous award, DVC was directed to pay to the Company a sum of '' 898 crore along with interest and release six Bank Guarantees of the Company aggregating to a sum of '' 354 crore.

DVC, thereafter, initiated proceedings before Hon''ble Calcutta High Court to challenge the Award. The Company was successful in securing directions upon DVC to secure the award amount before Hon''ble Calcutta High Court with intervention of Hon''ble Supreme Court. DVC furnished a cash deposit of '' 595 crores and '' 303 crore by way of Bank Guarantee. DVC complied with the directions for furnishing Security in July, 2022 and deposited the same with the Hon''ble Registrar, Calcutta High Court. The Company has withdrawn the money against a bank guarantee and the withdrawn amount is appropriated with lenders. Proceeding initiated by DVC under Section 34 of the Arbitration Act to challenge the Award is being contested before Hon''ble Calcutta High Court.

3. Reliance Infrastructure Limited vs Electricity Department, Government of Goa (GoG)- Supreme Court judgment in favour of the Company upholding the Award in entirety

A dispute had arisen between the Company and GoG on account of non-payment of dues for supply of power by the Company to GoG in terms of a Power Purchase Agreement dated January 10, 1 997. A petition was filed before the Central Electricity Regulatory Commission, leading to appointment of an Arbitrator to adjudicate upon the disputes between the parties.

The arbitral tribunal pronounced an Award in favour of the Company in February, 2018. Proceeding initiated by GoG under Section 34 of the Arbitration Act to challenge the Award was decided in favour of the Company in terms of judgment of September, 2019,

GoG filed petition under Section 37 of the Arbitration Act challenging the above order before Hon''ble Bombay High Court at Goa. In such proceedings, in terms of a judgment delivered in March, 2021, the award was partially set aside and the Company received a sum of '' 190 crore. The amount received by the Company was appropriated to the lenders of the Company.

Both GoG and the Company challenged the March, 2021 judgment before Hon''ble Supreme Court. The Company has succeeded in the Hon''ble Supreme Court proceedings and by a judgment of May, 2023, the February, 2018 award in favour of the Company is upheld in its entirety.

In terms of May, 2023 judgment, the Company is entitled to receive a sum of '' 316.24 crore as on May 1 5, 2023 along with further interest. The Company has filed an application before the District Court, North Goa to execute the award and realise the decreetal amount.

4. Reliance Infrastructure Limited vs National Highway Authorities of India (NHAI) - Award in favour of the Company

Disputes arose between the Company and NHAI in respect of the EPC work awarded to the Company for six laning of a road from Aurangabad to Chordaha Section of National Highway- 2 in Bihar which was wrongfully terminated by NHAI and the performance bank guarantee issued by the Company in favour of NHAI were encashed.

By an award pronounced in August, 2022, NHAI has been directed to pay a sum of '' 109 crore in favour of the Company.

NHAI has filed an application for setting aside of the Award. The Company has also filed a petition for execution of the Award. Both the proceedings are pending before Hon''ble Delhi High Court. Pursuant to the order passed by Hon''ble Delhi High Court in February, 2023, NHAI, as a condition for stay of the Award, has deposited a sum of '' 86.75 crore in April, 2023. The Company is in the process of furnishing Bank Guarantee to withdraw the amount deposited by NHAI.

5. TK Toll Road Private Limited (TKTRPL) vs NHAI -Award in favour of TKTRPL, a toll-road subsidiary of the Company

TKTRPL had invoked arbitration against NHAI on account of claims towards prolongation, damages for delay, etc. The award has been pronounced in October, 2022 and TKTRPL has succeeded in the arbitration. NHAI has been directed to pay TKTRPL a sum of '' 1,057 crore (as on the date of Award) plus post-award interest.

Proceedings have been initiated by NHAI under Section 34 of the Arbitration Act to challenge the Award. TKTRPL has also filed a petition for execution of the Award. Both the matters are pending before Hon''ble Delhi Court and listed in July, 2023. Additionally, in terms of applicable NHAI Circulars, TKTRPL is eligible to receive 75% of the Award amount as on date, inclusive of interest, upon furnishing Bank Guarantee of an equivalent amount. TKTRPL is pursuing further steps in this regard.

6. JR Toll Road Private Limited (JRTRPL) vs NHAI - Award in favour of JRTRPL, a toll-road subsidiary of the Company

JRTRPL had invoked arbitration against NHAI on account of claims towards prolongation, delay damages etc. The award has been pronounced in January, 2023 and JRTRPL has succeeded in the arbitration. NHAI has been directed to pay JRTRPL a sum of '' 33.78 crore as on the date of Award, plus post-award interest. NHAI has filed an application for setting aside the Award. The proceedings are pending before Hon''ble Delhi High Court.

7. GF Toll Road Private Limited (GFTRPL) vs Haryana Public Works Department, Government of Haryana (HPWD)-Award in favour of GFTRPL, a toll-road subsidiary of the Company

GFTRPL had invoked arbitration against HPWD on account of claims towards prolongation, delay damages etc. The

award has been pronounced in October, 2022. HPWD has been directed to pay GFTRPL a sum of '' 149.45 crore, as on the date of Award, plus post-award interest. Pursuant to an application by GFTRPL, seeking additional award on account of revision of toll fee from the due dates along with correction of typographical and clerical errors in the Award, the arbitral tribunal in January, 2023 awarded an additional sum of '' 15.25 crore in favour of GFTRPL.

HPWD has filed an application for setting aside the Award. The proceedings are pending before the Hon''ble District and Sessions Court, Chandigarh.

The proceeds of the above arbitration would help the Company in repaying its debt obligations.

Dividend

During the year under review, the Board of Directors has not recommended dividend on the equity shares of the Company. The dividend distribution policy of the Company is uploaded on the Company''s website at the link https://www.rinfra. com/documents/1 142822/1062571 0/RInfra_Dividend_ Distribution_Policy.pdf.

Deposits

The Company has not accepted any 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. There are no unclaimed deposits, unclaimed/unpaid interest, refunds due to the deposit holders or to be deposited with the Investor Education and Protection Fund as on March 31, 2023.

Particulars of Loans, Guarantees or Investments

The Company has complied with the applicable provisions of Section 186 of the Act during the year.

Pursuant to Section 186 of the Act, details of the Investments made by the Company are provided in Note No. 7 of the standalone financial statement.

Subsidiary Companies, Associates and Joint venture

The summary of the performance and financial position of each of the subsidiary companies, associates and joint venture are presented in Form AOC - 1 and 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 statement.

The Policy for determining material subsidiary company, as approved by the Board, may be accessed on the Company''s website at https://www.rinfra.com/documents/1 142822/1 189698/ Policv_for_Determination_of_Material_Subsidiarv_updated.pdf

Standalone and Consolidated Financial Statements

The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for the Financial Year ended March 31, 2023, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 of the Act, read with relevant rules and other accounting principles. The Consolidated Financial Statement has been prepared in accordance with Ind-AS and relevant provisions of the Act based on the financial statements

received from subsidiaries, associates and joint ventures, as approved by their respective Board of Directors.

Directors

In terms of the provisions of the Act, Shri Punit Garg, Executive Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

During the year, the Independent Director Shri Rahul Sarin ceased to be a Director w.e.f. April 22, 2022 owing to health reasons. Dr. Thomas Mathew, Independent Director resigned w.e.f. September 9, 2022, owing to other preoccupations and commitment to complete some time bound responsibilities. The Board places on record their sincere appreciation for the valuable contribution made by Shri Rahul Sarin and Dr. Thomas Mathew, during their tenure as Directors of the Company.

Ms. Chhaya Virani was appointed as Additional Director in the capacity of an Independent Director with effect from September 30, 2022, for a term of 5 consecutive years. The said appointment was approved by Members on December 29, 2022 through postal ballot.

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 uploaded on the website of the Company at the link https://www. rinfra. com/documents/1 1 42822/1 1 89698/Rinfra_Familiarisation_ Programme.pdf

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act and the Listing Regulations and are independent of the management.

Key Managerial Personnel

Shri Vijesh Babu Thota was appointed as Chief Financial Officer, in place of previous incumbent Shri Sandeep Khosla w.e.f. April 1 2, 2022. Shri Punit Garg, Executive Director and Chief Executive Officer and Shri Paresh Rathod, Company Secretary and Compliance Officer are other Key Managerial Personnel.

Evaluation of Directors, Board and Committees

The Nomination and Remuneration Committee of the Board of the Company has devised a policy for performance evaluation of the Directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulations, the Board has 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 Board performance was evaluated based on inputs received from all the Directors after considering the criteria such as Board Composition and structure, effectiveness of Board / Committee processes and information provided to the Board, etc.

Pursuant to the Listing Regulations, performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

A separate meeting of the Independent Directors was also held for the evaluation of the performance of Non-Independent Directors and the performance of the Board as a whole.

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, Key Managerial Personnel and Senior Management Employees. The Committee has also formulated the criteria for determining qualifications, positive attributes and independence of Directors. The Policy inter alia, covers the details of the remuneration of non executive Directors, Key Managerial Personnel and Senior Management Employees, their performance assessment and retention features. The Policy has been put up on the Company''s website at: https://www.rinfra.com/ documents/1 142822/10641881 /Remuneration-Policy.pdf. 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, 2023, 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 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, 2023 and of the loss 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, 2023, on a going concern basis;

v. The Directors had laid down proper internal financial controls to be followed by the Company and such internal financial controls are adequate and are 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 and transactions entered into by the Company during the Financial Year under review with related parties were on an 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 could have potential conflict with the interest of the Company at large.

During the year, the Company has not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of Company on

materiality of related party transactions (transactions where the value exceeds '' 1000 crore or 10% of the annual consolidated turnover, whichever is lower), or which is required to be reported in Form AOC - 2 in terms of section 134 (3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014.

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 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 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: https://www.rinfra.com/ documents/1 142822/1 189698/Related_Party_Transactions_ Policy_updated.pdf Your Directors draw attention of the Members to Note 33 to the standalone financial statement which sets out related party disclosures pursuant to Ind-AS and Schedule V of Listing Regulations.

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

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year and the date of this report.

Meetings of the Board

During the Financial Year ended March 31, 2023, seven Board Meetings were held. Details of the meetings held and attended by each Director are given in the Corporate Governance Report forming part of this Annual Report.

Audit Committee

As on date, the Audit Committee of the Board of Directors comprises of majority of Independent Directors namely Ms. Manjari Kacker as Chairperson, Shri S S Kohli, Shri K Ravikumar, Ms. Chhaya Virani and also Shri Punit Garg, Executive Director and Chief Executive Officer, as members.

During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Auditors and Auditor''s Report

M/s. Chaturvedi & Shah LLP, Chartered Accountants were appointed as Statutory auditors of the Company at the 91 st Annual General Meeting of the Company held on June 23, 2020, to hold office for a term of 5 years until the conclusion of 96th Annual General Meeting of the Company.

The Company has received confirmation from M/s. Chaturvedi & Shah LLP, Chartered Accountants that they are not disqualified from continuing as Auditors of the Company.

The Auditors in their report to the Members have given Disclaimer of Opinion. In this regard it is stated that:

The Company had extended support, to an independent EPC company which has been engaged in undertaking contracts and assignments, primarily, for large number of varied projects which were proposed and/or under development by the Company, its subsidiaries and associates, by way of project advances, inter corporate deposits and subscription to debentures. The total exposure of the Company as on March 31, 2023 is '' 6,505.29 crore (net of provision of '' 3,972.1 7 crore). The Company had also provided corporate guarantees aggregating to

'' 1,775 crore towards its borrowings. The activities of the EPC company have been impacted by substantially reduced project activities due to unforeseen circumstances beyond the control of the Company. However, given the huge opportunity in EPC segment, with Government of India''s thrust on infrastructure sector, the EPC company is expected to achieve substantial project activities in excess of its current levels, potentially enabling it to meet its obligations. Considering the same, the provision made is adequate to deal with contingency relating to recovery from the EPC Company. The Company had further provided corporate guarantees of '' 4,895.87 crore on behalf of certain companies towards their borrowings. As per the reasonable estimate of the management of the Company, it does not expect any obligation against the above guarantee amount.

During the year ended March 31, 2020, the Company had adjusted loss on invocation/mark to market of '' 5,024.88 crore against the capital reserve. According to the management of the Company, this was an extremely rare circumstance where even though the value of long term strategic investment was high, the same was being disposed off at much lower value for unforeseen reasons beyond the control of the Company, thereby causing the said loss to the Company. Hence, being capital loss, the same had been adjusted against capital reserve.

The other 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.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

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. Talati & Associates Cost Accountants, as the Cost Auditors of the Company for conducting the cost audit of the Engineering & Construction Division of the Company for the Financial Year ending March 31, 2024, and their remuneration is subject to ratification by the Members at the ensuing Annual General Meeting of the Company.

The Provisions of Section 148(1) of the Act continue to apply to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable services for the year ended March 31, 2023.

Secretarial Standards

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Secretarial Audit and Secretarial Compliance Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has 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 Auditors in the Secretarial Audit Report for the Financial Year ended March 31, 2023. The Audit Report of the Secretarial Auditors of the Company and its material subsidiaries for the Financial Year ended March 31, 2023 are attached hereto as Annexure A1 to A3.

Pursuant to Regulation 24A of the Listing Regulations, the Company has obtained Secretarial Compliance Report from a Practicing Company Secretary on compliance of all applicable

SEBI Regulations and circulars/ guidelines issued there under and copy of the same has been submitted with the Stock Exchanges within the prescribed due date.

The observations and comments given by the Secretarial Auditors in their Report are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

Annual Return

As required under Section 134 (3)(a) of the Act, the Annual Return for the year 2022-23 is uploaded on the Company''s website and can be accessed at https://www.rinfra.com/web/ rinfra/annual-return

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4, as amended, 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 Annual Report.

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, 201 4 as amended, also forms part of this Annual Report.

However, having regard to the provisions of second proviso to Section 136(1) of the Act, 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 the same may write to the Company Secretary and the same will be furnished on request.

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

The particulars as required to be disclosed in terms of Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure B forming part of this Report.

Corporate Governance

The Company has adopted the "Reliance Group-Corporate Governance Policies and Code of Conduct" which sets out the systems, processes and policies conforming to the international standards. The report on Corporate Governance as stipulated under Regulation 34(3) read with para C of Schedule V of the Listing Regulations is presented in a separate section forming part of this Annual Report.

A certificate from M/s. Ashita Kaul & Associates, Practicing Company Secretaries, confirming compliance of conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed with this Report.

Whistle Blower Policy/ Vigil Mechanism

In accordance with Section 1 77 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism to address the genuine concerns, if any, of the Directors and employees. Every person has direct access to the Chairperson of the Audit Committee. 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 at the link: https://www. rinfra.com/documents/1 142822/1 189698/Whistle_Blower_ Policy_updated.pdf

Risk Management

The Board of the Company has constituted a Risk Management Committee which consists of Independent Directors and also

senior managerial personnel of the Company. 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 Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhances Company''s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting.

The risks are assessed for each project and mitigation measures are initiated both at the project as well as at the corporate level. More details on Risk Management indicating development and implementation of Risk Management policy including identification of elements of risk and their mitigation are covered in Management Discussion and Analysis section forming part of this Report.

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

The Company is committed to uphold and maintain 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. The Company has also constituted an Internal Compliance Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility (CSR) Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. At present, the CSR Committee of the Board consists of Shri S S Kohli, as Chairman, Ms. Manjari Kacker, Shri K Ravikumar, Ms. Chhaya Virani and Shri Punit Garg as the Members. The disclosure with respect to CSR activities is given in Annexure C.

The CSR policy formulated by the Committee may be accessed on the Company''s website at the link: https://www.rinfra.com/ documents/1 142822/1 189698/Rinfra_CSRPolicy_revised.pdf

To reflect the role of the CSR Committee in reviewing and monitoring the Business Responsibility and Sustainability related initiatives of the Company, the Board has renamed the Committee as ''Corporate Social Responsibility and Sustainability (CSR) Committee''.

Significant and Material Order, if any, passed by the regulator or courts or tribunals

Going concern status of the Company and its operations is not impacted due to any order passed by Regulators or Courts or Tribunals.

Internal Financial Controls and their adequacy

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

Business Responsibility & Sustainability Report

Business Responsibility & Sustainability Report for the year under review as stipulated under the Listing Regulations is presented under separate section forming part of this Annual Report.

Proceedings under the Insolvency and Bankruptcy Code, 2016

There were fourteen matters filed and pending against the Company under the Insolvency and Bankruptcy Code, 2016 at the start of the Financial Year. During the year eleven matters were disposed off either being dismissed or settled and/or withdrawn. No applications have been filed against the Company in the last Financial Year. As at the end of the Financial Year, only three matters are pending by operational creditors. None of these matters have been admitted. The Company is either contesting and/or taking steps to settle the pending matters.

General

During the year under review no amount is proposed to be transferred to reserves, issue of equity shares with differential rights as to dividend, voting or otherwise, issue of sweat equity shares to Company''s Directors or Employees and one-time settlement with any Bank or Financial Institution.

Acknowledgements

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from members, 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.

For and on behalf of the Board of Directors

Punit Garg S S Kohli

Executive Director and Director

Chief Executive Officer

Place: Mumbai Date : May 30, 2023


Mar 31, 2022

Your Directors present the 93rd Annual Report and the audited financial statements for the financial year ended March 31, 2022. Financial performance and state of the Company''s affairs

The financial performance of the Company for the financial year ended March 31, 2022 is summarised below:

('' in crore)

Particulars

Financial year ended

Financial year ended

March 31, 2022

March 31, 2021

Standalone

Consolidated

Standalone

Consolidated

(Restated)

Total Income

1,973

19,133

2,522

20,915

Gross Profit before depreciation

(322)

627

(406)

4,164

Depreciation and Amortisation

42

1,283

59

1352

Exceptional Items-(Expenses)/Income

-

-

354

126

Profit/(Loss) before taxation

(364)

(656)

(111)

2,939

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

4

23

(92)

(167)

Profit/(Loss) after taxation before share of associates and non controlling interest

(368)

(679)

(19)

3,106

Profit/(Loss) after taxation after share of associates and non controlling interest

(368)

(938)

(19)

1,125

Balance of profit brought forward from previous year

284

(3220)

303

(4,347)

Other comprehensive income recognised directly in retained earnings

1

(2)

-

3

Profit available for appropriations

(85)

-

284

-

Balance carried to Balance Sheet

(85)

(4,168)

284

(3,220)

to the date of approval of these financial results. The aforesaid assessment is based on projections and estimations which are dependent on future development including government policies. Any changes due to the changes in situations/circumstances will be taken into consideration, if necessary, as and when it crystallizes.

Dividend

During the year under review, the Board of Directors has not recommended dividend on the equity shares of the Company. The dividend distribution policy of the Company is uploaded on the Company''s website at the link https://www.rinfra. com/documents/1 142822/1062571 0/RInfra_Dividend_ Distribution_Policy.pdf.

Business Operations

The Company is amongst the leading players in the country in the Engineering and Construction (E&C) segment for power, roads, metro rail and other infrastructure sectors. The Company is also engaged in implementation, operation and maintenance of several projects in defence sector and infrastructural areas through its special purpose vehicles. It has executed the state of the art Mumbai Metro line one project on build, own, operate and transfer basis. Further, the Company is also a leading utility company having presence across the value chain of energy businesses.

Management Discussion and Analysis

The Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure


Financial Performance

During the year under review, your Company earned an income of '' 1,973 crore against '' 2,522 crore in the previous year. The Company incurred a loss of '' 368 crore for the year as compared to loss of '' 19 crore in the previous year.

The performance and financial position of the subsidiary companies and associate companies and joint venture are included in the consolidated financial statement of the Company.

In terms of the advisory dated August 20, 2020 and further notification on Late Payment Surcharge (LPSC) issued by Ministry of Power, Government of India, to change LPSC at a rate not exceeding 1 % p.m. by Transmission and Generating companies, BSES Yamuna Power Limited and BSES Rajdhani Power Limited, subsidiaries of the Company, have reworked the LPSC retrospectively and have written back the excess LPSC provision in their financial statements for the current year and accordingly have restated the figures of the previous financial year in accordance with the requirement of applicable Accounting standards. Consequently, the Company has restated the figures as on March 31, 2021 in the consolidated financial statements.

COVID-19 pandemic had impacted businesses across the globe causing significant disturbance and slowdown of economic activities. The Company has considered all possible impact of COVID-19 in preparation of the standalone financial statement, including assessment of the recoverability of financial and non-financial assets based on the various internal and external information and assumptions relating to economic forecasts up

Requirements) Regulations, 201 5 (the Listing Regulations), is presented in a separate section forming part of this Annual Report.

Reclassification of Authorized Share Capital

The Memorandum of Association of the Company was altered during the year to give effect to the reclassification of the authorized share capital of the Company to '' 20,50,06,00,000 (Rupees Two Thousand Fifty Crores Six Lakh) comprising

194.00. 60.000 Equity shares of ''10 each, 10,00,00,000 Preference Shares of '' 10 each, 1,00,00,000 Equity shares of '' 10 each with differential rights to the same.

Issue of warrants on Preferential Basis

During the year under review, the Company issued and allotted

8.88.00. 000 warrants at '' 62 each convertible into equivalent number of equity shares of the Company on July 1 9, 2021, on preferential basis, wherein an amount equivalent to 25% of the Issue Price was paid on subscription and the balance 75% shall be paid by warrant holder(s) at the time of conversion, within a period of 18 months from the date of allotment i.e. July 1 9, 2021.

Issue of Foreign Currency Convertible Bonds

During the year, your Board has approved issuance of unsecured foreign currency convertible bonds (FCCBs) upto US$ 100 million maturing at the end of ten years and one day from the issue date or the date of the FCCBs being fully paid up, whichever is later, with a coupon rate of 4.5% p.a. on private placement basis, convertible into equity shares of '' 10 each.

Resource and Liquidity

During the year, the Company continued to unlock the value of its business and to reduce its overall leverage through proceeds of various arbitration awards and other initiatives.

i. Major Arbitration Awards

During the year under review, the Supreme Court on September 09, 2021, in the dispute between the Company''s subsidiary Delhi Airport Metro Express Private Limited (DAMEPL) and Delhi Metro Rail Corporation (DMRC), upheld the arbitral award dated May 11, 2017 (Award) in favour of DAMEPL. DMRC is directed to pay a sum of '' 2,950 crore plus interest upto the date of payment to DAMEPL. An aggregate sum of '' 2,444.87 crore has been received by the DAMEPL thus far. In DAMEPL''s execution petition for recovery of the Award amount payable and interest thereon, the Hon''ble Delhi High Court in terms of judgment dated March 1 0, 2022 whilst directing the payment of the Award amount rejected the computation of post-award interest by DAMEPL on pre-award interest portion of the sum awarded. The Company preferred a Special Leave Petition before the Hon''ble Supreme Court against the judgment dated March 10, 2022 on the above referred aspect. The Hon''ble Supreme Court by judgment dated May 5, 2022 upheld the judgment of the Hon''ble Delhi High Court.

In view of DMRC not adhering to the direction for payment of amounts in terms of Judgment dated March 10, 2022, DAMEPL has filed an IA seeking recovery of the balance amounts in terms of the Award as also contemplates to go for review against the judgment dated May 5, 2022.

The Company is in receipt of judgment dated March 25, 2022 passed by the Hon''ble Calcutta High Court in proceedings filed by Damodar Valley Corporation ("DVC") in arbitration between the Company wherein as a condition for obtaining a stay of the Award, a sum of '' 898 crore ('' 595 crore by way of cash and '' 303 crore by way of Bank Guarantee) has been directed to be deposited by DVC, and of which sum, the amount of '' 595 crore has been permitted to be withdrawn by the Company by furnishing Bank Guarantee. Additionally in an earlier round of legal proceedings before the Hon''ble Supreme Court, DVC had been directed to release the Bank Guarantees of the Company aggregating to a sum of '' 354 crore, which direction has been complied with.

Further, in the matter of arbitration between the Company and Electricity Department, Government of Goa (GoG), the Company''s Bank Guarantees of '' 119 crore were released pursuant to the Hon''ble Bombay High Court''s judgment dated March 8, 2021, which partially set aside the Award in favour of the Company. Consequently, the amount receivable from GoG stood reduced from '' 292 crore to '' 191 crore. The Bank Guarantees of '' 119 crore were furnished to withdraw equivalent amounts, which were deposited by GoG as a condition for stay of the Award. With the aforesaid actions, GoG paid an aggregate sum of '' 190.03 crore in respect of the arbitration dispute with the Company. The Company has also filed a Special Leave Petition before the Hon''ble Supreme Court in this matter and the cumulative impact in the event of the Company succeeding in the same is likely to be in excess of '' 280 crore.

The entire proceeds of the above arbitration are being utilized to repay the debt obligations of the Company.

ii. Stake transfer of Versova Bandra Sea Link Project

As a prudent risk management approach, the Company opted to exit from the Versova Bandra Sea Link Project which was being delayed due to financial constraints of the JV Partner and the impact of COVID 19, by way of its stake sale which not only released the performance Bank Guarantee from Maharashtra State Road Development Corporation but also realized value for transfer of its participating interest.

Deposits

The Company has not accepted any 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. There are no unclaimed deposits, unclaimed/ unpaid interest, refunds due to the deposit holders or to be deposited with the Investor Education and Protection Fund as on March 31, 2022.

Particulars of Loans, Guarantees or Investments

The Company has complied with provisions of Section 1 86 of the Act, to the extent applicable with respect to Loans, Guarantees or Investments during the year.

Pursuant to Section 186 of the Act, details of the Investments made by the Company are provided in the standalone financial statement (Please refer to Note No. 7 to the standalone financial statement).

Subsidiaries, Associates and Joint venture

Reliance Power Limited became an associate of the Company with effect from July 15, 2021.

During the year under review, Utility Infrastructure & Works Private Limited ceased to be a subsidiary of the Company. Neom Smart Technology Private Limited, was incorporated on April 18, 2022 as a subsidiary of the Company.

The summary of the performance and financial position of the subsidiaries, associates and joint venture is presented in Form AOC - 1 and 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 venture as per the Act is provided in the consolidated financial statement.

The Policy for determining material subsidiary company, as approved by the Board, may be accessed on the Company''s website at https://www.rinfra.com/ documents/1 142822/1 189698/Policy_for_Determination_ of_Material_Subsidiary_updated.pdf.

Standalone and Consolidated Financial Statements The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended March 31, 2022, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 of the Act, read with relevant rules and other accounting principles. The Consolidated Financial Statement has been prepared in accordance with Ind-AS and relevant provisions of the Act based on the financial statements received from subsidiaries, associates and joint ventures, as approved by their respective Board of Directors. Directors

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

During the year, the Independent Director Ms. Ryna Karani resigned with effect from October 08, 2021, owing to increasing professional and other commitments. With effect from March 25, 2022, Shri Anil D. Ambani, Non-Executive Director, resigned from the Board in compliance of SEBI Interim Order in the matter of Reliance Home Finance Limited. Further, Shri Rahul Sarin, who was appointed as an Additional Director in the capacity of Independent Director from March 25, 2022, tendered his resignation on April 22, 2022 owing to health reasons.

The Board places on record its sincere appreciation for the valuable contribution made by Ms. Ryna Karani, Shri Anil D. Ambani and Shri Rahul Sarin during their tenure as Directors of the Company. The Board also unanimously reposes full trust in Shri Ambani''s leadership and invaluable contribution to steering the Company through great financial challenges and towards being potentially debt free in the course of the coming financial year. The Board looks forward to an early closure of the matter and inviting Shri Ambani back to provide his vision and leadership to the Company in the interest of all stakeholders.

Dr. Thomas Mathew was appointed as Additional Director in the capacity of Independent Director with effect from April 22, 2022 for a term of 5 consecutive years subject to the approval of Members. Pursuant to Section 161 of the Act he will hold office up to the date of ensuing Annual General Meeting. The proposal for his appointment is included in the notice of the Annual General Meeting for approval of the Members.

The term of appointment of Executive Director and Chief Executive Officer Shri Punit Garg has expired on April 05, 2022 and the proposal for his re-appointment effective from April 06, 2022 for a further term of three years are included in the notice to the Annual General Meeting for approval of the Members.

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 uploaded on the website of the Company at the link https://www.rinfra.com/documents/1 142822/1 1 89698/ Familiarisation_programme.pdf.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act and the Rules made thereunder and are independent of the management.

Key Managerial Personnel

Shri Sandeep Khosla was appointed as Chief Financial Officer of the Company in the place of previous incumbent Shri Pinkesh Shah with effect from October 1, 2021. Further with effect from April 1 2, 2022, Shri Vijesh Babu Thota was appointed as the Chief Financial Officer, replacing Shri Sandeep Khosla who was suffering from poor health.

Evaluation of Directors, Board and Committees The Nomination and Remuneration Committee of the Board of the Company has devised a policy for performance evaluation of the Directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulations, the Board has 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 Board performance was evaluated based on inputs received from all the Directors after considering the criteria such as Board Composition and structure, effectiveness of Board / Committee processes and information provided to the Board, etc.

Pursuant to the Listing Regulations, performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated.

A separate meeting of the Independent Directors was also held for the evaluation of the performance of Non-Independent Directors, performance of the Board as a whole and that of the Chairman of the Board.

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, Key Managerial Personnel and Senior Management Employees. The Committee has also formulated the criteria for determining qualifications, positive attributes and independence of Directors. The Policy, inter alia, covers the details of the remuneration of non executive directors, Key Managerial Personnel and Senior Management Employees, their performance assessment and retention features. The Policy has been put up on the Company''s website at: https://www.rinfra.com/ documents/1142822/10641881/Remuneration-Policy.pdf.

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, 2022, 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 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, 2022 and of the loss 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, 2022, on a going concern basis;

v. The Directors had laid down proper internal financial controls to be followed by the Company and such internal financial controls are adequate and are 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 and transactions entered into by the Company during the financial year under review with related parties were on an 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 could have potential conflict with the interest of the Company at large.

During the year, the Company has not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of Company on materiality of related party transactions ( transactions where the value exceeds '' 1000 crore or 10% of the annual consolidated turnover, whichever is lower), or which is required to be reported in Form AOC - 2 in terms of section 134 (3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014 .

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 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 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: https://www.rinfra.com/ documents/1 142822/1 189698/Related_Party_Transactions_

Policy_updated.pdf Your Directors draw attention of the Members to Note No. 33 to the standalone financial statement which sets out related party disclosures pursuant to Ind-AS and Schedule V of Listing Regulations.

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

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 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 financial year ended March 31, 2022, 10 (ten) Board Meetings were held. Details of the meetings held and attended by each Director are given in the Corporate Governance Report forming part of this Annual Report.

Audit Committee

As on date, the Audit Committee of the Board of Directors comprises of majority of Independent Directors namely Ms. Manjari Kacker, Shri S S Kohli, Shri K Ravikumar and Dr. Thomas Mathew, and also Shri Punit Garg, Executive Director and Chief Executive Officer. Ms. Manjari Kacker, Independent Director, is the Chairperson of the Committee.

During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Auditors and Auditor''s Report

M/s. Chaturvedi & Shah LLP Chartered Accountants were appointed as Statutory Auditors of the Company at the 91st Annual General Meeting of the Company held on June 23, 2020, to hold office for a term of 5 consecutive years until the conclusion of 96th Annual General Meeting of the Company.

The Company has received confirmation from M/s. Chaturvedi & Shah LLP, Chartered Accountants that they are not disqualified from continuing as Auditors of the Company.

The Auditors in their report to the Members have given a Disclaimer of Opinion for the reasons set out in the para titled Basis of Disclaimer of Opinion. The relevant facts and the factual position have been explained in the Note 38 and foot note to the statement of changes in equity of the Standalone Financial Statement Notes on Accounts. It has been explained that:

(a) The Reliance Group of companies of which the Company is a part, supported an independent Company in which the Company holds less than 2% of equity shares ("EPC Company") to inter alia undertake contracts and assignments for the large number of varied projects in the fields of Power (Thermal, Hydro and Nuclear), Roads, Cement, Telecom, Metro Rail, etc. which were proposed and/or under development by the Reliance Group. To this end along with other companies of the Reliance Group the Company funded EPC Company by way of project advances, subscription to debentures and inter corporate deposits. The total exposure of the Company as at March 31, 2022 is '' 6,526.82 crore (net of provision of '' 3,972.17 crore). The Company has also provided corporate guarantees aggregating of '' 1,775 crore. The activities of EPC Company have been impacted by the

reduced project activities of the companies of the Reliance Group. While the Company is evaluating the nature of relationship; if any, with the independent EPC Company, based on the analysis carried out in earlier years, the EPC Company has not been treated as related party.

Given the huge opportunity in the EPC field particularly considering the Government of India''s thrust on infrastructure sector coupled with increasing project and EPC activities of the Reliance Group, the EPC Company with its experience will be able to achieve substantial project activities in excess of its current levels, thus enabling the EPC Company to meet its obligations. Based on the available facts, the provision made will be adequate to deal with any contingency relating to recovery from the EPC Company. The Company has further provided corporate guarantees of '' 4,895.87 crore on behalf of certain companies towards their borrowings. As per the reasonable estimate of the Management of the Company, it does not expect any obligation against the above guarantee amount.

(b) During the year ended March 31, 2020, the Company had adjusted the loss on invocation / mark to market (required to be done due to invocation of shares by the lenders) of '' 5,024.88 crore against the capital reserve. According to the management of the Company, this is an extremely rare circumstance where even though the value of long term strategic investment is high, the same is being disposed off at much lower value for the reasons beyond the control of the Company, thereby causing the said loss to the Company. Hence, being the capital loss, the same has been adjusted against the capital reserve. Since financial year 2019-20, the auditors in their report had mentioned that the above treatment is not in accordance with the Ind AS 1 "Presentation of Financial Statements", Ind AS 109 "Financial Instruments" and Ind AS 28 "Investment in Associates and Joint Ventures". Had the Company followed the above Ind AS''s the retained earnings as at March 31, 2022 and March 31, 2021 would have been lower by '' 5,024.88 crore and Capital Reserve of the Company as at March 31, 2022 and March 31, 2021 would have been higher by '' 5,024.88 crore.

The other 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.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

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. Talati & Associates, Cost Accountants, as the Cost Auditors of the Company for conducting the cost audit of the Engineering & Construction Division and Power Generation Division of the Company for the financial year ending March 31, 2023, and their remuneration is subject to ratification by the Members at the ensuing Annual General Meeting of the Company.

The Provisions of Section 148(1) of the Act are applicable to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31, 2022.

Secretarial Standards

During the year under review, the Company has complied with the applicable Secretarial Standards, SS-1 and SS-2, issued by The Institute of Company Secretaries of India.

Secretarial Audit and Annual Secretarial Compliance Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has 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 for the financial year ended March 31, 2022. The Audit Report of the Secretarial Auditors of the Company and its material subsidiaries for the financial year ended March 31, 2022 are attached hereto as Annexure A1 to A3.

Pursuant to Regulation 24A of the Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from a Practicing Company Secretary on compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under and copy of the same shall be submitted with the Stock Exchanges within the prescribed due date.

The observations and comments given by the Secretarial Auditor in their Report are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

Annual Return

As required under Section 134 (3)(a) of the Act, the Annual Return for the year 2021-22 is put up on the Company''s website and can be accessed at https://www.rinfra.com/web/rinfra/annual-return. Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, 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 Annual Report.

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 as amended, also forms part of this Annual Report.

However, having regard to the provisions of second proviso to Section 136(1) of the Act, 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 the same may write to the Company Secretary and the same will be furnished on request.

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

The particulars as required to be disclosed in terms of Section 134(3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure B forming part of this Report.

Corporate Governance

The Company has adopted the "Reliance Group-Corporate Governance Policies and Code of Conduct" which sets out the systems, processes and policies conforming to the international standards. The report on Corporate Governance as stipulated under Regulation 34(3) read with para C of Schedule V of the Listing Regulations is presented in a separate section forming part of this Annual Report.

A certificate from M/s. Ashita Kaul & Associates, Practicing Company Secretary, confirming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed to this Report.

Whistle Blower Policy (Vigil Mechanism)

In accordance with Section 1 77 of the Act and the Listing Regulations, 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 also be accessed on the Company''s website at the link: https://www. rinfra.com/documents/1 142822/1 189698/Whistle_Blower_ Policy_updated.pdf.

Risk Management

The Board of the Company has constituted a Risk Management Committee which consists of majority of Independent Directors and also Senior Managerial Personnel of the Company. 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, minimize adverse impact on the business objectives and enhances 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 risk trend, exposure and potential impact analysis at a Company level as also separately for business segment. The risks are assessed for each project and mitigation measures are initiated both at the project as well as at the corporate level. More details on Risk Management indicating development and implementation of Risk Management policy including identification of elements of risk and their mitigation are covered in Management Discussion and Analysis section, which forms part of this Report.

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 under review, no such complaints were received. The Company has also constituted an Internal Compliance Committee under the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility

(CSR) Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The cSr Committee has formulated a 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: https://www.rinfra.com/documents/1 142822/1 1 89698/ Rinfra_CSRPolicy_revised.pdf.

At present, the CSR Committee of the Board consists of Shri S S Kohli as Chairman, Ms. Manjari Kacker, Shri K Ravikumar, Dr. Thomas Mathew and Shri Punit Garg as the Members. The disclosure with respect to CSR activities forming part of this Report is given as Annexure C.

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 of the Company and its operations.

Internal Financial Controls and their adequacy

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

Business Responsibility Report

Business Responsibility Report for the year under review as stipulated under the Listing Regulations is presented under separate section forming part of this Annual Report. Proceedings under the Insolvency and Bankruptcy Code, 2016

One application has been made by the Company under the Insolvency and Bankruptcy Code, 2016 (IBC) and proceedings in relation to fourteen applications are pending. None of such applications have been admitted and the same are pending withdrawal/settlement.

General

During the year under review there were no reportable events in relation to any Deviation(s) or variation(s) in the use of proceeds of preferential issue, no amount proposed to be transferred to reserves, issue of equity shares with differential rights as to dividend, voting or otherwise, issue of sweat equity shares to Company''s Directors or Employees and one-time settlement with any Bank or Financial Institution.

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.

For and on behalf of the Board of Directors

Punit Garg Manjari Kacker

Executive Director and Director

Chief Executive Officer

Place: Mumbai Date : May 1 3, 2022



Mar 31, 2018

Dear Shareowners,

Your Directors present the 89th Annual Report and the audited financial statements for the financial year ended March 31, 2018.

Financial Performance and state of the Company’s affairs

The standalone financial performance of the Company for the financial year ended March 31, 2018 is summarised below;

Particulars

Financial year ended March 31, 2018

*Financial year ended March 31, 2017

Rs.in crore

** US $ Million

Rs.in crore

** US $ Million

Total Income

11,430

1,754

11,610

1,790

Gross Profit before depreciation

2,437

374

2,061

318

Depreciation

889

136

930

144

Profit before taxation

1,548

238

1,130

174

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

(83)

(13)

(84)

(13)

Net profit from discontinuing operation

34

5

74

11

Profit after taxation

1,665

256

1,288

198

Balance of profit brought forward from previous year

377

57

(442)

(68)

Other comprehensive income recognised directly in retained earnings

19

3

(24)

(4)

Add: Transfer on Scheme of Amalgamation

-

-

6

1

Profit available for appropriations

2,061

316

828

127

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

283

43

251

39

Transfer to General Reserve

1,000

153

--

--

Transfer to Debenture Redemption Reserve

150

23

200

31

Balance carried to Balance Sheet

627

97

377

57

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

@** Rs.65.1 750= US $ 1 Exchange rate as on March 31, 2018 (Rs.64.8500 = US $ 1 Exchange rate as on March 31, 2017)

Financial Performance

During the year under review, your Company earned an income of Rs.1 1,430 crore against Rs.11,610 crore in the previous year. The Company earned a profit after tax of Rs.1,665 crore for the year as compared to restated profit of Rs.1,288 crore in the previous year.

The performance and financial position of the subsidiary companies and associate companies are included in the consolidated financial statements 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.9.50 per equity share (Previous year Rs.9.00 per equity share) aggregating to Rs.283 crore (inclusive of dividend distribution tax) for the financial year 2017-18 which, if approved at the ensuing 89th Annual General Meeting (AGM), will be paid to (i) all those equity shareholders whose names appear in the Register of Members as on Friday, September 14, 2018 and (ii) to those members whose names appear as beneficial owners as on Friday, September 14, 2018 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 Dividend Distribution Policy which forms part of this Annual Report.

Business Operations

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

Monetisation of Assets and Debt Reduction

i. Sale of Mumbai Power Business

The Scheme of Arrangement between the Company and Reliance Electric Generation and Supply Limited (REGSL) and their respective shareholders (the ‘Scheme’) was sanctioned by the Hon’ble High Court of Bombay vide its orders dated January 19, 2017, January 31, 2017, November 20, 2017 and November 28, 2017, subject to the approvals from regulatory authorities and the lenders. On the Scheme becoming effective, the Mumbai Power Business of the Company comprising integrated business of generation, transmission and distribution would stand vested in REGSL. The Company has already received approvals from the Competition Commission of India, Maharashtra Electricity Regulatory Commission (MERC), and the Shareholders. The requisite approvals from the lenders are under process.

The Company, in December 2017, signed Definitive Binding Agreement with ATL for sale of 100 per cent equity stake in REGSL for an estimated deal value of Rs.18,800 crore. The Company will utilize the proceeds of this transformative transaction to reduce its debt.

ii. Transmission Business

During the year, the Company successfully monetized its investments made in transmission Companies and has completed the sale of its assets under Western Region System Strengthening Scheme (WRSSS) to Adani Transmission Limited.

Management Discussion and Analysis

The Management Discussion and Analysis for the year under review as stipulated under Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (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.75 crore (Series 27) on Private Placement basis to financial institutions. These Debentures are listed on National Stock Exchange of India Limited.

Deposits

The Company has not accepted any 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. There are no unclaimed deposits, unclaimed/ unpaid interest refunds due to the deposit holders or to be deposited with the Investor Education and Protection Fund as on March 31, 2018.

Particulars of Investments

Pursuant to Section 186 of the Act, details of the Investments are provided in the standalone financial statement (Please refer to Note No. 7 to the standalone financial statements).

Subsidiary Companies, Associates and Joint Ventures

During the year under review, Reliance Armaments Limited, Reliance Ammunition Limited, Reliance Velocity Limited, Thales Reliance Defence Systems Limited became subsidiaries of the Company, Western Transco Power Limited, and Western Transmission (Gujarat) Limited ceased to be subsidiaries of the Company.

The operating and financial performance of the major subsidiaries is 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 statements.

The Policy for determining material subsidiary company, as approved by the Board, may be accessed on the Company’s website at the http://www.rinfra.com/web/rinfra/governing-policies-practices.

Financial Statements-Application of Indian Accounting Standards (Ind AS) Rules, 2015

The Ministry of Corporate Affairs (MCA) vide its Notification No. G.S.R. 111(E) dated February 16, 2015, has made the application of the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS Rules).

The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended March 31, 2018, are in accordance with the requirements of the Ind AS Rules.

Consolidated Financial Statement

The Audited Consolidated Financial Statement for the financial year ended March 31, 2018, based on the financial statement received from subsidiaries, associates and joint ventures, as approved by their respective Board of Directors, have been prepared in accordance with Ind-AS Rules and relevant provisions of the Company’s Act, 2013.

Directors

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 uploaded on the website of the Company at the link http:// www.rinfra.com/pdf/Familiarisation_programme.pdf.

In terms of the provisions of the Act, Shri Shiv Prabhat, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

A brief resume of Shri Shiv Prabhat, along with requisite details as stipulated under Regulation 36(3) of the Listing Regulations, is provided in this Annual Report.

Key Managerial Personnel

Shri Ramesh Shenoy, Company Secretary and Compliance Officer, superannuated from the service of the Company on November 11, 2017. Shri Aashay Khandwala was appointed as Company Secretary and Compliance Officer of the Company from November 11, 2017.

Evaluation of Directors, Board and Committees

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

Pursuant to the provisions of the Act and Regulation 17 (10) of the Listing Regulations, the Board has 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 for performance evaluation formulated by the Nomination and Remuneration Committee.

A separate meeting of Independent Directors was also held during the year for the evaluation of the performance of non independent Directors and the Board as a whole and that of the Chairman.

The Nomination and Remuneration Committee has also reviewed the performance of individual directors based on their knowledge, level of preparation and effective participation in meetings, understanding of their role 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, Key Managerial Personnel and Senior Management employees. 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 has been put up on the Company’s website at www.rinfra.com and also is attached 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, 2018, 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 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, 2018 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, 2018, on a going concern basis;

v. The directors had laid down proper internal financial controls to be followed by the Company and such internal financial controls are adequate and are 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 and 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 could 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 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 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/ web/rinfra/corporate-governance policies. Your Directors draw attention of the members to note 37 to the standalone financial statement which sets out related party disclosures.

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

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 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, 6 Board Meetings were held.

Details of meetings held and attended by each Director 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 Shiv Prabhat (NonIndependent 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. Pathak H.D. & Associates, Chartered Accountants, were appointed as statutory auditors of the Company to hold office until the conclusion of the 91st Annual General Meeting of the Company.

M/s. B S R & Co. LLP, Chartered Accountants were appointed as statutory auditors of the Company to hold office until the conclusion of the 93rd Annual General Meeting 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, 2019, and their remuneration is subject to ratification by the members at the ensuing Annual General Meeting of the Company.

Secretarial Standards

During the year under review, the Company complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

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 has 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 dated January 8, 2007, approved 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 subsidiary companies.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) 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 Annual Report, which forms part of this Report. Disclosure 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 as amended, forms part of this Annual Report. Having regard 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.

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 D 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. Pathak H.D. & Associates, Chartered Accountants and M/s. B S R & Co. LLP, 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 and a whistle blower policy 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. The policy can also be accessed on the Company’s website at the link: http://www.rinfra.com/web/rinfra/corporate-governance-policies.

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, minimize 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. More details on Risk Management indicating development and implementation of Risk Management policy including identification of elements of risk and their mitigation are covered in Managements Discussion and Analysis section, which forms part of this Report.

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. The Company has also constituted an Internal Compliance Committee under the Sexual Harrasment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

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, Shri S S Kohli, Dr. V.K. Chaturvedi and Shri K Ravikumar as members. The CSR 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/web/rinfra/corporate-governance policies The disclosure with respect to CSR activities forming part of this Report is given as Annexure E.

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 with reference to financial statement, 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 for the year under review as stipulated under listing regulations is presented under separate section forming part of this Annual Report.

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

August 1, 2018


Mar 31, 2017

Directors'' Report

Dear Shareowners,

The Directors present the 88th Annual Report and the audited financial statements for the financial year ended March 31, 2017. Financial Performance and state of Company''s affairs.

The standalone financial performance of the Company for the year ended March 31, 2017 is summarised below;

Particulars

Financial year ended March 31, 2017

*Financial year ended March 31, 2016

Rs, in crore

** US $ Million

Rs, in crore 1

* US $ Million

Total Income

11,760

1813

12,293

1,855

Gross Profit before depreciation

2,135

329

2,100

317

Depreciation

930

143

903

136

Profit before taxation

1,205

186

1,197

181

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

(84)

(13)

203

31

Profit after taxation

1289

199

994

150

Balance of profit brought forward from previous year

(441)

(68)

487

73

Other comprehensive income recognized directly in retained earnings

(24)

(4)

(27)

(4)

Add: Transfer on Scheme of Amalgamation

6

1

--

--

Profit available for appropriations

830

128

1,454

219

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

251

39

253

38

Transfer to General Reserve

--

--

1,400

211

Transfer to Debenture Redemption Reserve

200

31

242

37

Balance carried to Balance Sheet

379

58

(441)

(67)

Financial Performance

During the year under review, your Company earned an income of Rs, 1 1,760 crore against Rs, 12,293 crore in the previous year. The Company earned a profit after tax of Rs, 1,289 crore for the year as compared to restated profit of Rs, 994 crore in the previous year. The financial statements for the current financial year were prepared on the basis of Indian Accounting Standards and the previous year figures have been regrouped accordingly.

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, 9.00 per equity share (Previous year Rs, 8.50 per equity share) aggregating to Rs, 284.87 crore (inclusive of dividend distribution tax) for the financial year 2016-17 which, if approved at the ensuing 88th Annual General Meeting (AGM), will be paid to (i) all those equity shareholders whose names appear in the Register of Members as on September 15, 2017 and (ii) to those members whose names appear as beneficial owners as on September 15, 2017 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 Dividend Distribution 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. The Company''s Dividend Distribution Policy forms part of this Annual Report.

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 in defence sector and infrastructural areas through its special purpose vehicles.

Divestment of Business

i. Cement Business

During the year under review, the Company has successfully monetized its investments in cement business and has completed the sale of its cement business to Birla Corporation Limited.

ii Transmission Business

The Company owns the country''s first 100% private sector transmission project - WRSSS B & C projects located in the State of Maharashtra, Gujarat, Madhya Pradesh and

Karnataka. The Company also owns 74 per cent equity capital of Parbati Koldam Transmission Company Limited (PKTCL) which has constituted and now operates and maintains transmission network of the Parbati Koldam Transmission Project located in the State of Himachal Pradesh and Punjab in joint venture with Power Grid Corporation of India Limited (PGCIL). All three transmission projects have been completed and are revenue generating,

The Company has been pursuing its plan to monetize investments made in these transmission Companies and has signed Share Purchase Agreement (SPA) with Adani Transmission Limited (ATL) for 100 per cent of equity stake sale of its Western Region System Strengthening Scheme (WRSSS) Transmission Assets. A Share Purchase Agreement (SPA) for Parbati Koldam Transmission Company Limited (PKTCL) shall be executed upon receipt of statutory approvals from appropriate authorities. Under this transaction, ATL will acquire 100% ownership in WRSSS B & C and 74% ownership in PKTCL. The transactions are subject to applicable regulatory approvals.

Scheme of Amalgamation & Arrangement

i. Reliance Concrete Private Limited with the Company

The Board of Directors at its meeting held on February 08, 201 6 approved the Scheme of Amalgamation of the step down subsidiary i.e. Reliance Concrete Private Limited (''RCPL'') with the Company ("the Scheme"), with effect from the Appointed Date, March 1, 2016. The Scheme had been approved by the Hon''ble High Court of Bombay on September 8, 2016. The Scheme has become effective pursuant to RCPL and the Company filing the Order with the Registrar of Companies, Maharashtra, Mumbai on October 20, 2016.

ii. Reliance Electric Generation and Supply Limited

The Board of Directors at its meeting held on March

16, 2016 had approved the Scheme of Arrangement ("the Scheme") for transfer of the Company''s Mumbai Power Generation, Transmission and Distribution Division, Samalkot Power Station Division, Goa Power Station Division and Windmill Division on a going concern basis ("the Scheme"). The Scheme had been approved by the Hon''ble High Court of Bombay on January 19, 2017. In terms of the High Court Order, the Scheme shall not be effective until consents/approvals are received from the lenders and regulatory authorities.

Reliance Infrastructure InvIT Fund

The Company has set up an Infrastructure Investment Trust, Reliance Infrastructure InvIT Fund (the Trust) which is registered with Securities and Exchange Board of India (SEBI) under the SEBI (Infrastructure Investment Trusts) Regulations, 2014 as amended (the InvIT Regulations). The Trust would hold assets of completed toll road projects of the Company. The Company is the Sponsor and Project Manager of the Trust and Reliance Nippon Life Asset Management Limited is the Investment Manager (the Investment Manager) to the Trust. The Investment Manager has filed the draft offer document with SEBI for initial public offer of the units representing an undivided beneficial interest in the Trust. The final issue size and retention of oversubscription, if any, will be decided by the Investment Manager in consultation with the global coordinators and book running lead managers to the Issue.

Management Discussion and Analysis

The Management Discussion and Analysis for the year under review as stipulated under Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (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 has not made any fresh issue of Non Convertible Debentures.

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 statement (Please refer to Note No. 7 to the standalone financial statements).

Subsidiary Companies, Associates and Joint Ventures

During the year under review, BSES Yamuna Power Limited, BSES Rajdhani Power Limited, SU Toll Road Limited, TD Toll Road Limited, TK Toll Road Limited, JR Toll Road Limited, Western Transco Power Limited, Western (Gujarat) Transmission Limited, Dassault Reliance Aerospace Limited and Reliance Rafael Defence Systems Private Limited became subsidiaries of the Company. RPL Photon Private Limited, RPL Sun Power Private Limited and RPL Sun Technique Private Limited became associates of the 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 statements.

The Policy for determining material subsidiary company, as approved by the Board, may be accessed on the Company''s website at the http://www.rinfra.com/web/rinfra/governing-policies-practices.

Financial Statements-Application of Indian Accounting Standards (Ind AS) Rules, 2016

The Ministry of Corporate Affairs (MCA) vide its Notification No. G.S.R. 111(E) dated February 16, 2015, has made the application of the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS Rules).

The audited financial statements are drawn up, both on standalone and consolidated basis, for the financial year ended March 31, 2017, in accordance with the requirements of the Companies (Indian Accounting Standards (Ind-AS) Rules, 2016 which have been made effective from April 1, 2016.

Consolidated Financial Statement

The Audited Consolidated Financial Statement for the financial year ended March 31, 2017, 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 the requirements of the Companies (Indian Accounting Standards (Ind-AS) Rules, 2016 which have been made effective from April 1, 2016 and the relevant provisions of the Companies Act, 2013.

Directors

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 familiarization 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.

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 of Shri S Seth along with requisite details 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 Madhukar Moolwaney, Chief Financial Officer, superannuated from the service of the Company on June 4, 2016. Shri Sridhar Narasimhan was appointed as Chief Financial Officer of the Company from June 4, 2016.

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 provisions of the Act and Regulation 17 (10) of the Listing Regulations, the Board has 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 Board/Committee 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 no independent Directors and the Board as a whole and that of the Chairman.

The Nomination and Remuneration Committee has also reviewed the performance of individual 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

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. " n the preparation of the annual financial statements for the financial year ended March 31, 2017, 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 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, 2017 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, 2017, 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 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 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/web/rinfra/corporate-governance policies Your Directors draw attention of the members to note 36 to the financial statement which sets out related party disclosures.

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

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of their report.

Meetings of the Board

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, seven 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 Shiv Prabhat (NonIndependent 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. Pathak H. D. & Associates, Chartered Accountants, were appointed as statutory auditors of the Company to hold office until the conclusion of the 91st Annual General Meeting of the Company. In terms of Section 139 (1) of the Act their appointment is placed for ratification of the members at the ensuing Annual General meeting of the Company.

In terms of Section 139 of the Companies Act, 2013 the tenure of M/s. Haribhakti & Co. LLP, Chartered Accountants as Auditors of the Company expires at the ensuing Annual General Meeting and it is proposed to appoint Auditors in place of M/s. Haribhakti & Co. LLP, Chartered Accountants. The Company has received letters from M/s. B S R & Co. LLP, 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

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, 2018, 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, 201 4, 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. Pathak

H. D. & Associates, Chartered Accountants and M/s. Haribhakti & Co. LLP, 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 at the link http://www, rinfra.com/web/rinfra/corporate-governance-policies.

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, minimize 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, Shri S S Kohli, Dr,

V. K. Chaturvedi and Shri K Ravikumar as members. The CSR 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. ri nf ra. com/we b/ri nfra/co rpo rate - gove rna n ce policies

The disclosure 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 with reference to financial statement, 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

Business Responsibility Report for the year under review as stipulated under listing regulations is presented under separate section forming part of this Annual Report.

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 April 15, 2017


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


Mar 31, 2010

The Directors have pleasure in presenting the Eighty First Annual Report and the audited accounts for the financial year ended March 31, 2010.

Financial Results

The standalone performance of the Company for the financial year ended March 31, 2010 is summarised below:

Particulars Financial Year ended Financial Year ended

March 31, 2010 March 31, 2009

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

Total income 10,908.06 2,429.41 10,958.79 2,160.64

Gross profit before depreciation 1,616.78 360.08 1,438.31 283.58

Depreciation 319.84 71.23 244.88 48.28

profit before taxation 1,296.94 288.85 1,193.43 235.30

Tax Expenses (Net) 145.25 32.35 54.55 10.75

(including deferred tax and tax for earlier years)

Profit after taxation 1,151.69 256.50 1,138.88 224.55

Add :

Balance of profit brought forward from 683.20 152.16 774.86 152.77 previous year

profit available for appropriation 1,834.89 408.66 1,913.74 377.32

Appropriations :

Dividend on equity shares (including tax on 183.64 40.90 182.64 36.01 dividend)

Statutory Reserves 16.96 3.78 14.55 2.87

Transfer to General Reserve 1,000.00 222.72 1,000.00 197.16

Transfer to Debenture Redemption Reserve 35.83 7.98 33.35 6.58

Balance carried to Balance Sheet 598.46 133.28 683.20 134.70

* figures of previous year have been regrouped and reclassified wherever required ** Rs. 44.90 = US $ 1 Exchange rate as on March 31, 2010 (Rs. 50.72 = US $ 1 as on March 31, 2009)

Financial Performance

During the year under review, your Company earned an income of Rs. 10,908 crore, against Rs. 10,959 crore in the previous year. The Company earned profit after tax of Rs. 1,152 crore as compared to Rs. 1,139 crore in the previous year. Shareholders equity (Net worth) increased to Rs. 15,152 crore from Rs. 11,907 crore in the previous year. The factors contributing to the financial performance are discussed more elaborately in the Management Discussion and Analysis which is included as part of the Annual Report.

Dividend

The Board of Directors paid an interim dividend of Rs. 7.10 per share on 24,48,70,262 equity shares of Rs. 10 each (Previous year Rs.7.00 per equity share) for the financial year ended March 31, 2010. The Board of Directors do not propose to pay any fnal dividend and the interim dividend paid is to be treated as the fnal dividend for the year 2009-10.

The dividend paid is in accordance with the Companys policy to pay sustainable dividend linked to long term performance, keeping in view the capital needs for the Companys growth plans and the intent to optimal fnancing 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 areas of infrastructure and value added service businesses. While benefits from such contracts will accrue in future years, their progress is periodically reviewed.

Issue of Securities and Share Capital

(i) Cancellation of outstanding warrants

The Company on January 20, 2008 had allotted 4,30,00,000 warrants on preferential basis to the promoters, against which an upfront amount of Rs. 783.49 crore was paid. The warrants were convertible in to equivalent number of equity shares of Rs. 10 each at a premium of Rs. 1,812.08 per equity share on or before July 19, 2009. Since the warrant holders had expressed their intention not to seek conversion of the warrants, the Company cancelled the said warrants and forfeited the upfront amount paid thereon.

(ii) Preferential allotment 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 of Rs. 918.89 per equity share) on preferential basis to one of the promoter companies, AAA Project Ventures Private Limited, on July 9, 2009. The warrants are convertible into equity shares of Rs 10 each on or before 18 months from the date of allotment of warrants i.e. on or before January 8, 2011.

(iii) Conversion of warrants

During the year, AAA Project Ventures Private Limited, one of the promoter companies, subscribed for equity shares on exercise of option attached to warrants, whereupon the Company allotted 1,96,00,000 equity shares to the warrant holder. Consequent upon the allotment of these shares, the paid-up capital of the Company increased to 24,48,70,262 equity shares.

Reorganisation of various businesses

The Scheme of Arrangement 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 has since been sanctioned by the Honble High Court of Judicature at Bombay on July 24, 2009, subject to the Company receiving the requisite approvals.

The order of the Honble High Court of Judicature at Bomaby has been fled with the Registrar of Companies on September 14, 2009. However, the Scheme will be effective only on receipt of requisite approvals which are awaited.

Subsidiary Companies

During the year under review, Reliance Cementation Private Limited, Reliance Cement and Infra Private Limited, Reliance Cement Corporation Private Limited, Reliance Cement Works Private Limited, Reliance Airport Developers Private Limited, Latur Airport Private Limited, Baramati Airport Private Limited, Nanded Airport Private Limited, Yavatmal Airport Private Limited, Osmanabad Airport Private Limited, PS Toll Road Private Limited and KM Toll Road Private Limited, became the subsidiaries of the Company.

In terms of the approvals granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of the balance sheet, profit and loss account, reports of the Board of Directors and Auditors of the subsidiaries have not been attached to the balance sheet of the Company. However, these documents will be made available upon request by any member of the Company. As directed by the Central Government, the financial data of the subsidiaries have been furnished under ‘Financial Information of Subsidiary Companies, which forms part of the Annual Report. The annual accounts of the Company including that of subsidiaries will be kept for inspection by any member. Further, pursuant to Accounting Standard-21 (AS-21) prescribed under the Companies (Accounting Standards) Rules, 2006, Consolidated Financial Statements presented by the Company include financial information of its subsidiaries.

Fixed Deposits

The Company discontinued accepting fxed deposits since December, 1998. There was no unclaimed fxed deposit as on March 31, 2010.

Directors

Shri V R Galkar resigned as the director of the Company with effect from November 12, 2010. The Board recorded with appreciation the contribution made by Shri V R Galkar during his tenure on the Board.

In terms of the provisions of the Companies Act, 1956, Shri Lalit Jalan and Gen V P Malik retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

A brief resume of aforesaid directors retiring by rotation at the ensuing Annual General Meeting, nature of expertise in specifc functional areas and names of companies in which they hold directorships and/or memberships/chairmanship of Committees of the Board, as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India, is given in the section 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 confrmed that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2010, the applicable Accounting Standards have 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, 2010 and of the profit of the Company for the year under review;

iii. 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, 2010, on a ‘going concern basis.

Group

Pursuant to an intimation received from the Promoters, the names of the Promoters and entities comprising ‘Group as defned 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 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.

Auditors and Auditors Report

Price Waterhouse, Chartered Accountants and Chaturvedi & Shah, Chartered Accountants, the statutory auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. 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.

Price Waterhouse and Chaturvedi & Shah have been statutory auditors of the Company for a period of 5 years and 7 years respectively. In line with the best governance practices and as recommended in the Corporate Governance - Voluntary Guidelines, 2009 issued by the Ministry of Corporate Affairs, it is now proposed to rotate the audit frms. Accordingly, as per the recommendation of the Audit Committee and the decision of the Board at its meeting held on November 22, 2010, it is proposed that Haribhakti & Co., Chartered Accountants (a member of the BDO Group) and Pathak H D & Associates, Chartered Accountants be appointed as joint statutory auditors of the Company for the financial year 2010-11.The Company has received letters from both of them, viz. Haribhakti & Co. and Pathak H D & Associates 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 disqualifed for such appointment within the meaning of Section 226 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 V J Talati & Company, Cost Accountants, for conducting the cost audit for the generation, transmission and distribution of electricity businesses of the Company for the financial year ended March 31, 2010.

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, 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 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 Anil Dhirubhai Ambani Group – Corporate Governance Policies and Code of Conduct which has set out the systems, process 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 certifcate from the Auditors of the Company Price Waterhouse, Chartered Accountants and Chaturvedi & Shah, Chartered Accountants, conforming compliance with conditions of Corporate Governance as stipulated under the aforesaid clause is given in Annexure-B 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 D. Ambani November 22, 2010 Chairman

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