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Directors Report of Reliance Power Ltd.

Mar 31, 2023

Your Directors present the 29th Annual Report and the Audited Financial Statements for the financial year ended March 31, 2023. Financial performance and the state of the Company''s affairs

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

(Rs. in Lakhs)
Particulars	Financial Year ended March 31, 2023		Financial Year ended March 31, 2022*
	(Standalone)	(Consolidated)	(Standalone)	(Consolidated)
Total Income	15,017	7,88,274	18,406	7,68,673
Profit / (Loss) Before Tax	65,471	(33,898)	(27,040)	(87,089)
Less: Provision for Taxation (Net)	-	6,391	692	4,373
Profit / (Loss) After Tax	65,471	(40,289)	(27,732)	(91,462)
âPrevious year figures has been regrou	ped/reclassified wherever r	equired.

Business Operations

During the year 2022-23 all the operating plants of the Company that are functioning through its subsidiary companies performed exceedingly well on efficiency parameters.

The Company''s Sasan Ultra Mega Power Plant (UMPP) (Capacity 3,960 MW) generated 29,764 Million Units (MUs) and continued its position as highly reliable and sustainable operating plant in the country, with a Plant Load Factor (PLF) of 86% against an all India average of ~ 64%.

The Sasan UMPP is the World''s largest integrated thermal power plant with the Moher and Moher Amlohri Extension captive coal mines meeting the fuel requirements of the plant. During the year Sasan Coal Mine handled 79.1 Million Bank Cubic Meter (BCM) including the Overburden at 68.2 Million BCM, making it one of the biggest mine in the country in terms of the overall volume handled.

The Rosa Thermal Power plant (1,200 MW) generated 7510.90 MUs during the current year, delivering the consistent Year-on-Year performance.

Rosa Power won Platinum Award towards Excellence in Maintenance system, Excellence in best training practices and Outstanding Leader of the year Award from Fame and Suraksha Puraskar from National Safety Council of India in financial year 2023.

The Solar PV (40 MW) Plant generated 56.64 MUs during the year. The Solar CSP (100 MW) plant generated 47.24 MUs.

The Company''s Wind farm at Vashpet in Sangli District of Maharashtra achieved annual generation of 47.24 MUs during the year.

The Butibori Thermal plant (600 MW) remained out of operation during the year and the company is working on a resolution plan.

Reliance Bangladesh LNG and Power Limited (RBLPL) is setting up the 718 MW (net) Power plant at Meghnaghat near Dhaka in Bangladesh, together with the strategic partner JERA Power International (Netherlands) - a subsidiary of JERA Co. Inc. (Japan). The project is expected to start commercial operations by end of 2023.

Management Discussion and Analysis

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

Issue & Conversion of Warrants on Preferential Basis

During the year under review, the Company issued and allotted by way of Preferential Issue, 20.58 crores warrants convertible into equivalent number of Equity Shares of the Company at a price of '' 15.55/- per warrant of the Company to VFSI Holdings Pte. Limited.

During the year under review, the Company also issued and allotted by way of Preferential Issue 33.51 crores equity shares of '' 10 each to Reliance Infrastructure Limited, the Promoter, upon conversion of equivalent number of warrants.

The Company has received '' 80 crores being 25% as application and allotment money and the same has been utilized for the purpose for which it was raised.

Resources and Liquidity

Pursuant to a settlement with J.C. Flowers Asset Reconstruction Private Limited & Canara Bank, the Company has fully repaid their debt. At the time of settlement, the valuation of security has depleted to the half of its original value, based on the book value of the assets due to business losses of the Company and its subsidiaries.

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.reliancepower. co.in/documents/21 81 71 6/2364859/Dividend_Distribution_ Policy_RPower.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. 3.2(a) of the standalone financial statement.

Subsidiaries and Associate Companies

The summary of the performance and financial position of each of the subsidiary companies and associates 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 and associates 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 the link https://www.reliancepower.co.in/ documents/21 81 71 6/23 64859/Policy_for_Determining_ Material_Subsidiary-new.pdf

Standalone and Consolidated Financial Statements

The audited financial statements of the Company 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 Statements have been prepared in accordance with Ind AS and relevant provisions of the Act based on the financial statements received from subsidiaries and associates, as approved by their respective Board of Directors.

Directors

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

During the period under review, Shri Rahul Sarin ceased to be an Independent Director of the Company due to health reasons with effect from April 22, 2022. Further, Dr. Thomas Mathew resigned as Independent Director with effect from September 09, 2022 owning to other preoccupations and commitments to complete some time bound responsibilities. The Board places on record its sincere appreciation for the valuable contribution made by Shri Rahul Sarin and Dr. Thomas Mathew during their tenure of association with the Company.

Shri Ashok Ramaswamy and Smt. Manjari Ashok Kacker were appointed as Additional Directors in the capacity of Independent Directors with effect from April 22, 2022 and October 01, 2022, respectively, for a term of 5 consecutive years, subject to the approval of the Members. Thereafter, the Members of the Company duly approved their appointments on May 24, 2022 and December 29, 2022 respectively through 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 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.reliancepower.co.in/documents/2181 71 6/2364859/ Familiarization_programme_for_Independent_Directors.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 made thereunder and are independent of the management.

Key Managerial Personnel (KMP)

During the year under review, Shri Akshiv Singhla was appointed as the Chief Financial Officer (CFO) with effect from April 23, 2022 upon cessation of Shri Subrajit Bhowmick as CFO with effect from April 22, 2022.

Further, Shri Ashok Kumar Pal was appointed as the CFO with effect from January 29, 2023 upon cessation of Shri Akshiv Singhla as CFO with effect from January 28, 2023 due to change in his role to Business Strategy.

Further, Shri Ashok Kumar Pal, CFO was appointed as Manager and Smt. Ramandeep Kaur was appointed as Company Secretary cum Compliance Officer of the Company under Section 203 of the Act with effect from May 03, 2023 in place of Shri Murli Manohar Purohit, Manager and Company Secretary cum Compliance Officer

Shri Ashok Kumar Pal, Manager & Chief Financial Officer and Smt. Ramandeep Kaur, Company Secretary cum Compliance Officer are the Key Managerial Personnel (KMP) of the Company.

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 Requlation 17(10) of the Listing Requlations, 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 for 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.reliancepower.co.in/ documents/2181 71 6/2364859/Policy_on_appointment_ remuneration_for_Directors_KMP_and_Senior_Management_ Employees.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 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 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, 2023 on a ''going concern'' basis;

v. The Directors had laid down 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 were 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 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, 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, as amended.

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. reliancepower.co.in/documents/21 81 71 6/2364859/Policy_ for_Related_Party_Transaction_new22.pdf Your Directors draw attention of the Members to Note no. 11 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 close of the financial year till the date of this Report.

Meetings of the Board

During the financial year ended March 31, 2023, Six Board Meetings were held. Details of 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, Audit Committee of the Board consists of Independent Directors namely Shri Ashok Ramaswamy as Chairperson, Smt. Chhaya Virani, Shri Vijay Kumar Sharma and Smt. Manjari Ashok Kacker as Members.

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

Auditors and Auditors'' Report

M/s. Pathak H.D. & Associates LLP, Chartered Accountants, were appointed as statutory auditors of the Company at the 27^thAnnual General Meeting of the Company held on September 14, 2021 to hold office for a term of 5 (five) consecutive years until the conclusion of 32^nd Annual General Meeting of the Company.

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

Your Directors draw attention of the Members to the Page no. 220 of this report which sets out the impact of Audit Qualifications on Consolidated Financial Statements.

The observations and comments given by the Auditors in their report, read together with notes on Standalone 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 Auditor 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. V.J. Talati & Co., Cost Accountants, as the Cost Auditors in respect of its 45 MW Wind Farm Power Project at Vashpet, Dist. Sangli, Maharashtra, for the financial year ending March 31, 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 products 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 (ICSI).

Secretarial Audit & 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. Ajay Kumar & Co., Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. 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 shall be submitted to the Stock Exchanges within the prescribed due date.

The observations and comments given by the Secretarial Auditor in the 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 1 34(3)(a) of the Act, the Annual Return for the financial year 2022-23 is uploaded on the Company''s website and can be accessed at the link https:// www.reliancepower.co.in/web/reliance-power/investor-desk

Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) & 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 form 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 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 ''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. Ajay Kumar & Co., Practicing Company Secretaries, confirming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V to the Listing Regulations is enclosed to this Report.

Whistle Blower / 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 concerns, if any, of the Directors and employees, the policy has been overseen by the Audit Committee. No person has been denied for 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.reliancepower. co.in/documents/218171 6/2359750/Whistle_Blower_Vigil_ Mechanism_Policy.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 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 the coroporate 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 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 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 Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 201 4. The CSR Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company.

The CSR policy formulated by the Committee may be accessed on the Company''s website at the link https://www. reliancepower.co.in/documents/2181 71 6/2359750/CSR_ Policy.pdf

At present, the CSR Committee of the Board consist of Independent Directors namely Smt. Chhaya Virani, as Chairperson, Smt. Manjari Ashok Kacker, Shri Vijay Kumar Sharma and Shri Ashok Ramaswamy, as Members. The disclosure with respect to CSR activities is given as Annexure - C.

Significant and Material Orders, if any, passed by Regulators or Courts or Tribunals

No orders have been passed by the Regulators or Courts or Tribunals which impact 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 weaknesses 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.

Proceeding under the Insolvency and Bankruptcy Code, 2016("IBC")

The application under Insolvency and Bankruptcy Code, 2016("IBC") pending in the last financial year has been withdrawn during the year under review.

General

During the year under review, no amount is proposed to be transferred to reserves. Further, there is no issue of equity shares with differential rights as to dividend, voting or otherwise, issue of sweat equity shares to its Directors or Employees, during the year under review.

Acknowledgements

Your Directors would like to express their sincere appreciation for the cooperation and assistance received from Members, debenture holders, debenture trustee, 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

Chhaya Virani Ashok Ramaswamy

Director Director

(DIN:06953556) (DIN:00233663)

Mumbai May 1 5, 2023

Mar 31, 2022

Your Directors present the 28^th Annual Report and the Audited Financial Statements for the financial year ended March 31, 2022. Financial Results

The performance of the Company (Consolidated and Standalone) for the financial year ended March 31, 2022, is summarised below:

('' in lakhs)
Particulars	Financial Year ended March 31, 2022		Financial Year ended March 31, 2021
	(Consolidated)	(Standalone)	(Consolidated)	(Standalone)
Total Income	7,68,673	18,406	8,38,860	52,212
Profit / (Loss) Before Tax	(51,280)	(27,040)	43,903	5,534
Less: Provision for Taxation (Net)	4,373	692	(1,491)	-
Profit / (Loss) After Tax	(55,653)	(27,732)	45,394	5,534

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 as approved by the Board may be accessed on the Company''s website at the link https:// www. reliancepower.co.in/documents/21 81716/23 64859/ Dividend_Distribution_Policy_RPower.pdf

Business Operations

During the year 2021-22 all the operating plants of the Company, which are functioning through its subsidiary companies, were available for generation above 85% across the year and performed exceedingly well on efficiency parameters.

The Company''s Sasan Ultra Mega Power Plant (UMPP) (Capacity 3,960 MW) generated 32,673 Million Units (MUs) and retained its leadership position of best operating plant in India for fourth year in a row, across all thermal power plants in the country with a Plant Load Factor (PLF) of 94.19% against an all India average of ~ 58.9%.

The Sasan UMPP is the World''s largest integrated power plant with the Moher and Moher Amlohri Extension captive coal mines meeting the fuel requirements of the plant. During the year, Sasan Coal Mine handled 80.45 Million BCM including the overburden at 68.42 Million BCM, making it the biggest mine in the country in terms of the overall volume handled.

The Rosa Thermal Power plant (1,200 MW) generated 5,770 MUs during the current year, delivering the consistent Year-on-Year performance.

Both Sasan Power and Rosa Power won Gold Medal in National Awards for Manufacturing Competitiveness 2021 from International Research Institute for Manufacturing (IRIM).

The Butibori Thermal plant (600 MW) remained out of operation during the year and the company is working on a resolution plan.

The Solar PV (40 MW) Plant generated 55.15 MUs during the year. The Solar CSP (100 MW) plant generated 61.72 MUs.

The Company''s Wind farm at Vashpet in Sangli District of Maharashtra achieved annual generation of 68.69 MUs during the year.

718 MW (net) Gas-based Project in Bangladesh

The project secured necessary financing from a group of lenders including Japan Bank for International Cooperation and Asian Development Bank, and achieved Financial Closure in February, 2021. Samalkot Power Limited concluded the arrangements for sale of one module equipment for the said Gas-based project in Bangladesh.

Impact of COVID-19 Pandemic

COVID-19 has impacted businesses globally and in India. The Company has continued its assessment of likely adverse impact of COVID-19 on economic environment and business & financial risks. The Company is in the business of generation of electricity which is an essential service as emphasized by the Ministry of Power, Government of India. Despite facing challenges posed by the pandemic, the Company has ensured the availability of its power plants to generate power and honour commitments made under various power purchase agreements. However, there exists uncertainty over long-term impact of COVID-1 9 pandemic on future business performances, arising from among other things, any action to contain its spread or mitigate its impact whether government-mandated or elected by the Company and its evolving impact on its customers i.e. distribution utilities, in terms of demand for electricity; consumption mix; resultant average tariff realization; bill collections from consumers; subsidy support from respective State Governments who are faced with sharp fall in tax revenues and liquidity support from banks & financial institutions, including those focused on power sector financing. This in turn impacts Generation entities in terms of demand and challenges in ensuring timely collections. The demand for electricity, which contracted due to lockdown measures imposed to contain spread of COVID-19 pandemic, has nearly bounced back to normal levels in keeping with the resumption of economic activities since easing of lockdown in various States. Given the experience of sustaining its operations successfully during the pandemic year, the Company is confident of another year of successful operations with the support from its power procurers and other stakeholders.

Management Discussion and Analysis

Issue of Equity Shares and Warrants on Preferential Basis

During the year under review, the Company issued and allotted 59,50,00,000 equity shares '' 10 each and 73,00,00,000

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the Company on July 1 5, 2021, to Reliance Infrastructure Limited, the Promoter, at a price of '' 10 per equity share of the Company.

Resources and Liquidity

The Company has delayed/defaulted in repayment to its lenders. The Company has been in discussion with its lenders for resolution. The Company is confident of meeting its obligations by generating sufficient and timely cash flows through time bound monetisation of its assets and also realizing regulatory receivables/arbitration claims. Notwithstanding the dependence on these material uncertain events, the Company is confident that such cash flows would enable it to service its debt and discharge its liabilities in the normal course of its business.

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

Pursuant to the provisions of Section 186 of the Companies Act, 2013, (''the Act'') the details of Investments made are provided in the standalone financial statements under Note No. 3.3(a). The Company has complied with provisions of Section 186 of the Act, to the extent applicable with respect to Loans, Guarantees or Investments during the year.

Subsidiary and Associate Companies

As on March 31, 2022, the Company had 36 subsidiaries and 3 associates under its fold.

The operating and financial performance of the subsidiary and associate companies, has been covered in AOC-1 and the Management Discussion and Analysis Report forming part of this Annual Report. The financial results of the subsidiary companies have been consolidated with those of the parent company. The Company''s policy for determining material subsidiaries, as approved by the Board, may be accessed on the Company''s website at the link https://www.reliancepower.co.in/ documents/21 81 71 6/23 64859/Policy_for_Determining_ Material_Subsidiary-new.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 Statements have been prepared in accordance with Ind-AS and relevant provisions of the Act based on the financial statements received from subsidiaries and associates, 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 period under review, Shri Bimal Julka has tendered his resignation as an Independent Director of the Company due to health, current and other professional commitments, with effect from February 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 with effect from March 25, 2022. 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 Shri Bimal Julka, 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 and Shri Ashok Ramaswamy were appointed as Additional Directors in the capacity of Independent Directors with effect from February 26, 2022 and April 22, 2022 respectively for a term of 5 consecutive years subject to the approval of members. Consequent to the above, the Company sought approval of members through postal ballot vide notice dated April 22, 2022.

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. reliancepower.co.in/documents/218171 6/2364859/ RPower_ Familiarization_Programme_2020_21.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 (KMP)

Shri K. Raja Gopal, superannuated from the office of whole-time Director and Chief Executive Officer of the Company with effect from June 30, 2021.

Shri Sandeep Khosla, CFO of the Company, was elevated as CFO of Reliance Infrastructure Limited, the Promoter of the Company and ceased to be CFO of the Company with effect from September 25, 2021. Shri Subrajit Bhowmick was appointed as CFO of the Company with effect from September 25, 2021 and resigned as CFO of the Company with effect from April 22, 2022.

Shri Murli Manohar Purohit Company Secretary and Compliance Officer of the Company appointed as a Manager under section 203 of the Act with effect from August 10, 2021. Shri Akshiv Singla has been appointed as CFO with effect from April 23, 2022. Shri Akshiv Singhla, Chief Financial Officer (CFO) and Shri Murli Manohar Purohit, Manager and Company Secretary cum Compliance Officer are the Key Managerial Personnel (KMP).

Evaluation of Directors, Board and Committees

The Nomination and Remuneration Committee (NRC) of the Board of the Company has devised a policy for performance evaluation of the individual 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 and the directors as well as Committees of the Board. The Board''s performance was evaluated based on inputs received from all the Directors after considering criteria such as Board''s composition and structure, effectiveness of the Board, performance of the Committees, processes and information provided to the Board, etc.

The performance of the committees was evaluated by the Board of Directors based on inputs received from all the committee members after considering criteria such as composition and structure of committees, effectiveness of committee meetings, etc.

Pursuant to the Listing Regulations, performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The NRC has also reviewed the performance of the individual Directors based on their knowledge, level of preparation and effective participation in meetings, understanding of their roles as directors, etc.

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 for Directors, Key Managerial Personnel and Senior Management Employees

The NRC 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 can be accessed on the Company''s website at https:// www. reliancepower.co.in/documents/21 81716/23 64859/ Policy_on_appointment_remuneration_for_Directors_KMP_and_ Senior_Management_Employees.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, 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 Companies 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, 2022 on a ''going concern'' basis;

v. The Directors had laid down 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 were 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 an arm''s length basis and in the ordinary course of business.

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 Rs 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, as amended.

All Related Party Transactions were placed before the Audit Committee for approval. Prior 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 can be accessed on the Company''s website at the link https://www.reliancepower. co.in/documents/2181 71 6/23 64859/Policy_for_Related_ Party_Transaction-new.pdf

Your Directors draw attention of the members to Note no. 11 to the 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 close of the financial year till the date of this Report.

Meetings of the Board

During the year seven Board Meetings were held, details of meetings held and attended by each Director are given in the Corporate Governance Report.

Audit Committee

As on date Audit Committee of the Board consists of Independent Directors namely Dr. Thomas Mathew, Smt. Chhaya Virani, Shri Vijay Kumar Sharma and Shri Ashok Ramaswamy. Dr. Thomas

Mathew, 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 Auditors'' Report

M/s. Pathak H.D. & Associates LLP, Chartered Accountants, were appointed as statutory auditors of the Company to hold office for a term of 5 (five) consecutive years at the 27^th Annual General Meeting (AGM) of the Company held on September 14, 2021. The Company has received letter from M/s. Pathak H.D. & Associates LLP, Chartered Accountants that they are not disqualified from continuing as the Auditors of the Company.

The Auditors in their report of Consolidated Financial Statements have given a qualified opinion vide para 1 and 2 of their report. In this connection it is stated that, Vidarbha Industries Power Limited (VIPL) has submitted debt resolution plans on various occasions to its lenders and same is being pursued with the lenders. VIPL is confident of an early resolution including proposed waiver of outstanding interest to its lenders. In view of this, interest has not been provided and same shall be considered on the basis of outcome of debt resolution with its lenders. VIPL is hopeful of resolution of material uncertain events including the securitization of its regulatory receivables which would provide the necessary liquidity to make the debt service current and support sustainable plant operations going forward. VIPL is also hopeful of resolving NCLT application filed by one of the lender as VIPL is in discussion with its lenders for a resolution outside the Corporate Insolvency Resolution Process.

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 Auditor 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. VJ. Talati & Co., Cost Accountants, as the Cost Auditors in respect of its 45 MW Wind Farm Power Project at Vashpet, Dist. Sangli, Maharashtra, for the financial year ending March 31, 2023 subject to the remuneration being ratified by the shareholders at the ensuing AGM 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 issued by The Institute of Company Secretaries of India (ICSI).

Secretarial Audit & 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 had appointed M/s. Ajay Kumar & 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 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 A, A1and A2.

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 were submitted to the Stock Exchanges within the prescribed due date.

Annual Return

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2021-22 is uploaded on the Company''s website and can be accessed at http:// www. reliancepower.co.in.

Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) & 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, which forms part of this 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. The said information is open for inspection and any member interested in obtaining the same may write to the Company Secretary and 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

A certificate from the Practicing Company Secretaries M/s. Ajay Kumar & Co., conforming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V to the Listing Regulations is enclosed to this Report.

Whistle Blower (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 policy has been overseen by 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 http:/7www. reliancepower.co.in.

Risk Management

The Company continues to have a robust Business Risk Management framework to identify, evaluate business risks and opportunities. The Risk Management Committee (RMC) comprises of Directors and senior managerial personnel.

This framework aims at transparency to minimize the adverse impact, if any, on the business objectives and enhances the Company''s competitive advantage. The business risk framework defines the risk management approach including documentation and reporting at various levels across the enterprise. The framework has different risk models which help in identifying risk, trends, exposure and potential impact analysis at each business segment as well as Company level. The risks are assessed for each project and mitigation measures are initiated both at the project as well as 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.

The details of the RMC and its terms of reference etc. are set out in the Corporate Governance Report forming part of this Report.

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

The Company is committed to protect and maintain the dignity of women employees and it has in place a policy for the prevention and redressal of such complaints to ensure the protection against Sexual Harassment of Women at workplace. During the year under review, no such complaint was received. The Company has also constituted an Internal Complaints/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 Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. 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 https://www.reliancepower.co.in/

documents/2181 716/2359750/CSR_Policy.pdf

As on March 31, 2022, the CSR Committee of the Board consist of Dr. Thomas Mathew, as Chairperson, Smt. Chhaya Virani , Shri Vijay Kumar Sharma and Shri Rahul Sarin, Directors as members.

The disclosure with respect to CSR activities forming part of this report is given as Annexure - C.

Orders, if any, passed by Regulators or Courts or Tribunals

No orders have been passed by the Regulators or Courts or Tribunals which impact 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 organisation. 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 weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor''s report.

Business Responsibility Report

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

Proceeding under the Insolvency and Bankruptcy Code 2016 (âIBC'')

One application has been filed against the Company under Insolvency and Bankruptcy Code, 2016 (IBC). The same has not been admitted and is pending for withdrawal/settlement.

General

During the year under review there were no reportable events in relation to issue of equity shares with differential rights as to dividend, voting or otherwise, issue of sweat equity shares to its Directors or Employees or the agreement for one-time settlement with any Bank or Financial Institution.

Acknowledgements

Your Directors would like to express their sincere appreciation for the cooperation and assistance received from shareholders, debenture holders, debenture trustee, bankers, financial institutions, 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

Dr. Thomas Mathew Ashok Ramaswamy Director Director

Mumbai May 1 3, 2022

Mar 31, 2018

Directors'' Report

Dear Shareowners,

The Directors present the 24th Annual Report and the audited accounts for the financial year ended March 31, 2018.

Financial Results

The performance of the Company (consolidated and standalone) for the financial year ended March 31, 2018, is summarized below:

Particulars	Financial Year ended March 31, 2018		Financial Year ended March 31, 2017
	Rs, In Lakhs	Rs,In Lakhs	Rs, In Lakhs	Rs, In Lakhs
	(Consolidated)	(Standalone)	(Consolidated)	(Standalone)
Total Income	10,12,290	49,431	10,89,168	47,662
Profit before Tax	1,23,134	546	1,42,542	7,106
Less : Provision for taxation (Net)	19,653	321	32,126	680
Profit after Tax	1,03,481	225	1,10,416	6,426

Financial Performance

During the financial year under review, the total Income of the Company was Rs, 49,431 lakhs against Rs, 47,662 lakhs in the previous year on a standalone basis. The Company has earned a Profit after tax of Rs, 225 lakhs compared to Rs, 6,426 lakhs in the previous year.

Dividend

During the year under review, the Board of Directors has not recommended dividend on the Equity Shares of the Company. The Company''s Dividend Distribution Policy forms part of this Annual Report.

Business Operations

During the year 201 7-1 8 all the operating plants of the Company which are functioning through its subsidiary companies performed exceedingly well both in terms of efficiency parameters and profitability. The Plant Load Factor (PLF) of the three thermal plants of the Company (Sasan Power, Rosa Power and Butibori Power) accounting for a total aggregate capacity of 5760 MW was 85% as against the all India average of 58%.

The Company''s Sasan UMPP (Capacity 3,960 MW) had a very impressive year generating 31793 MUs for the year, with the PLF being 91.65%.

The Sasan UMPP is the World''s largest integrated power plant and the Moher and Moher Amlohri Coal mines attached to the plant were the biggest coal mines in the country in terms of total quantity of coal excavated. Including the Overburden handled at 74 Million CuM, the total volume handled at Sasan Coal Mine during the year was 86 Million CuM, making it the largest mine in the country in terms of volume handled.

Sasan mine was awarded by the Honourable President of India with National Safety Award (Mines) for the year 2013 & 2014 through DGMS for its commendable safe work environment and safety practices during the year.

The Rosa Thermal plant (1,200 MW) at Shahjahanpur in Uttar Pradesh, owned by the Company''s subsidiary Rosa Power Supply Company Limited delivered another year of consistent performance with generation of 7719 MUs.

The Rosa power plant received prestigious accolades and awards from prestigious Institutions for excellence in CSR, Training and for best practices in HR.

The Butibori Thermal plant (600 MW) in Maharashtra generated 3,307 million units during the year. The plant also received recognition from prestigious bodies for excellence in the areas of the environment and energy. It won accolades for its initiatives in the area of community development as part of its CSR Projects.

The Solar PV (40 MW) Project in Rajasthan generated 69 million units during the year.

The Solar CSP (100 MW) plant in Rajasthan has achieved a number of operating milestones including achievement of peak load of 132.43 MW during the year.

The Company''s Wind farm at Vashpet in Sangli District of Maharashtra also performed satisfactorily during 2017-18.

As reported in the previous year, the Company''s subsidiary Jharkhand Integrated Power Limited (JIPL), a special purpose vehicle for development of 3,960 MW Tilaiya Ultra Mega Power Project, terminated the Power Purchase Agreement (PPA) with its procurers due to their failure to meet the conditions subsequent as per the PPA. Procurers accepted the termination of PPA and on May 10, 2018, the Company entered into Share Transfer Agreement for transferring its entire holding in JIPL to Jharkhand Urja Vikas Nigam Limited, the Lead Procurer, acting on behalf of Procurers of Tilaiya UMPP. The said transaction has been completed on May 16, 2018 with Procurers returning Bank Guarantees of Rs, 600 Crore along with the payment of agreed termination payment of Rs, 113 Crore.

Proposed gas-based project in Bangladesh

The Directors are pleased to inform that during the year the progress achieved in the implementation of the gas-based project in Bangladesh was significant.

The project involves development and operation of a 718 MW (net) Combined Cycle Power Plant (CCPP) using Re-gasified Liquefied Natural Gas (LNG). The project also include setting up of a Floating Storage Regasification Unit (FSRU) based LNG Terminal at offshore of Kutubdia Island, Bangladesh.

The Company completed the execution of project agreements for Phase - I of its Bangladesh Project with Bangladesh Authorities. The Company also initialled the Terminal Use Agreement for LNG Terminal Project with PetroBangla, a Government of Bangladesh entity.

Asian Development Bank (ADB), the lead lender has approved debt financing and partial risk guarantee totalling $583 million for the project.

For CCPP, the Company awarded EPC Contract to Reliance Infrastructure Limited (RInfra) and Equipment Supply Contract to Samalkot Power Limited, a subsidiary of the Company.

For setting up 500 mmscfd LNG Terminal Project, the Company has awarded the EPC Contract to RInfra.

Management Discussion and Analysis

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

Non-convertible Debentures

During the year under review, entire amount of Rs, 560 Crore Redeemable Non Convertible Secured Debentures (''NCDs''), were matured and paid.

During the year the Company has issued NCDs of Rs, 250 Crore and Rs, 750 Crore. As on date NCDs of Rs, 1,000 Crore are outstanding. These NCDs are listed on BSE Limited.

Deposits

The Company has not accepted any deposits from the public which comes within the purview of Section 73 of the Companies Act, 2013 (hereinafter referred to as ''the Act'') read with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Investments

Pursuant to the provisions of Section 186 of the Act, the details of Investments made are provided in the unabridged standalone financial statements under Note 3.3(a) and 3.5(a).

Subsidiary and Associate Companies

As on March 31, 2018, the Company had 44 subsidiaries under its fold.

During the year, Reliance Bangladesh LNG Terminal Limited became subsidiary of the Company.

RPL Surya Power Private Limited, RPL Star Power Private Limited, RPL Sunlight Power Private Limited, RPL Solar Power Private Limited, RPL Solaris Power Private Limited, RPL Sunshine Power Private Limited and Jharkhand Integrated Power Limited have ceased to be the subsidiaries of the Company.

The Company had the following Associate Companies as on March 31, 2018:

1. RPL Sun Power Private Limited

2. RPL Photon Private Limited

3. RPL Sun Technique Private Limited

The operating and financial performance of the major subsidiary companies, has been discussed in the Management Discussion and Analysis Report forming a part of this Annual Report. In addition, the financial results of the subsidiary companies have been consolidated with those of the parent company. The Company''s policy for determining material subsidiaries may also be accessed on the Company''s website at the link http:// www.reliancepower.co.in/pdf/Policy_for_Determination_of_ Material_Subsidiary.pdf.

Financial Statements - Application of the Companies (Indian Accounting Standards) 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) effective from April 1, 2015, for certain categories of companies.

The audited financial statement of the Company 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 statements received from subsidiaries and associates, as approved by their respective Board of Directors, have been prepared in accordance with Ind-AS Rules and relevant provisions of the Companies Act, 2013.

Directors

During the year under review, Shri K. Ravikumar was appointed as an Independent Director of the Company at the Annual General Meeting (AGM) of the Company held on September 26, 201 7, for a term of three consecutive years.

Shri D.J. Kakalia and Smt. Rashna Khan, Independent Directors of the Company, who were appointed to hold office for a term up to three consecutive years from September 27, 2014, were re-appointed as an Independent Directors of the Company for a further term of three consecutive years with effect from September 26, 2017.

The approval of members has been accorded for appointment of Shri N. Venugopala Rao as a Whole-time Director of the Company commencing from April 13, 2017.

Shri N. Venugopala Rao, Whole-time Director has superannuated from the services of the Company from the close of business hours on June 30, 2018.

The term of Dr. Yogendra Narain, one of the Independent Director, has expired with effect from September 26, 2017.

The details of programmes for familiarization of Independent Directors with the Company, nature of industry in which the Company operates and related matters have been put up on the website of the Company at the link: http://www.reliancepower. co.in/web/reliance-power/corporate governance.

In accordance with the provisions of the Act, Shri Sateesh Seth, Non-Executive Director, retires by rotation and being eligible, has offered himself for re-appointment at the ensuing AGM.

Appointment of Whole-time Director

The Board of Directors at their Meeting held on April 13, 2018, has appointed Shri K Raja Gopal as an Additional Director of the Company, who holds office only up to the date of the ensuing AGM and also appointed him to the position of Whole-time director for a period of three years effective from July 1, 2018 as per the provisions of the Act. The appointment and the remuneration payable to Shri K. Raja Gopal during the above tenure of appointment are subject to the approval of the members at the ensuing AGM. Shri K Raja Gopal was appointed as the Chief Executive Officer of the Company with effect from May 2, 2018.

The Company has received a notice in writing from a member under Section 160 of the Act, proposing the candidature of Shri Gopal for the office of Director of the Company. The Nomination and Remuneration Committee of the Board, has also recommended the appointment of Shri K Raja Gopal, as a Director.

Particulars of Directors proposed to be appointed

Pursuant to the provisions of Section 152(5) of the Act read with Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing

Regulations), the brief resume of Shri Sateesh Seth and Shri K Raja Gopal, who are proposed to be appointed at the ensuing AGM as above, along with the information regarding the nature of their expertise in specific functional areas and names of the companies in which they hold directorship and / or membership / chairmanship of Committees of the respective Boards, shareholding and relationship between Directors, inter se, is given in the section on Corporate Governance Report forming part of this Annual Report.

Key Managerial Personnel (KMP)

Shri N. Venugopala Rao, Chief Executive Officer (CEO) of the Company was appointed as Whole-time Director (WTD) with effect from April 13, 2017 and was also given the additional responsibility as Chief Financial Officer (CFO) with effect from February 16, 2018.

Shri Suresh Nagarajan, has resigned as the CFO effective from February 16, 2018.

Shri N. Venugopala Rao, superannuated from the service of the Company from the close of business hours on June 30, 2018. However, he ceased to be the CEO & CFO from the close of business hours on May 1, 2018 and ceased to be the WTD from the close of business hours on June 30, 2018.

Shri K Raja Gopal has been appointed as CEO with effect from May 2, 2018 and WTD with effect from July 1, 2018, for a period of 3 years, subject to approval of the members of the Company.

Shri Shrenik Vaishnav has been appointed as the CFO with effect from May 2, 2018.

Shri Ramaswami Kalidas, Company Secretary and Compliance Officer, has superannuated from the service of the Company from the close of business hours on June 7, 2017.

Shri Murli Manohar Purohit has been appointed as Company Secretary and Compliance Officer with effect from June 8, 2017.

As on date, Shri K Raja Gopal, WTD & CEO, Shri Shrenik Vaishnav, CFO and Shri Murli Manohar Purohit, the Company Secretary are the KMP''s.

Evaluation of Directors, Board and Committees

The Company has devised a policy for performance evaluation of the individual 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 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 financial 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 has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation in the meetings, understanding of their roles as directors, etc.

Policy on Appointment and Remuneration for Directors, Key Managerial Personnel and Senior Management Employees

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their remuneration. The Committee has formulated the criteria for determining the qualifications, positive attributes and independence of Directors, which has been put up on the Company''s website http://www.reliancepower.co.in. Further, the Committee has also devised a policy relating to remuneration for Key Managerial Personnel and Senior Management Employees. All the Non-Executive Directors, as at the end of the financial year 2017-18 were paid only sitting fees for attending the meetings of the Board and its Committees. The policy on the above 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 statement 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 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 were adequate and operating effectively.

Contracts and Arrangements with Related Parties

There were no materially significant related party transactions, which could have potential conflict with the interest of the Company at large.

During the year, the Company had not entered into any contract / arrangement / transactions with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All related party transactions were placed before the Audit Committee for approval. Prior 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 has been uploaded on the Company''s website at the link http://www.reliancepower. co.in/web/reliance-power/corporate-governance.

Your Directors draw attention of the members to Note 12 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 close of the financial year till 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, seven Board Meetings were held. Details of the meetings held and attended by each Director are given in the Corporate Governance Report.

Audit Committee

The Audit Committee of the Board consists of the Independent Directors namely: Shri K Ravikumar (Chairman), Shri D. J. Kakalia and Smt. Rashna Khan. Shri Sateesh Seth, Non-Independent, Non-Executive Director is a member of the Committee. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Auditors and Auditors'' Report

M/s. Pathak H.D. & Associates, Chartered Accountants and M/s. B S R & Co. LLP, Chartered Accountants were appointed as the Auditors of the Company for a term of 5 (five) consecutive years, at the AGM of the Company held on September 27, 2016 and September 26, 201 7, respectively. The Company has received letters from M/s. Pathak H.D. & Associates, Chartered Accountants and M/s. B S R & Co. LLP, Chartered Accountants that they are not disqualified from continuing as the Auditors of the Company.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. 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 in respect of its 45 MW Wind Farm Power Project at Vashpet, Dist. Sangli, Maharashtra, for the financial year ending March 31, 2019, subject to the remuneration being ratified by the shareholders at the ensuing AGM of the Company.

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 (ICSI).

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Ajay Kumar & Co., Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. There is no qualification, reservations or adverse remarks in their Secretarial Audit Report.

The Report of the Secretarial Auditor is attached herewith as Annexure - B.

Extract of Annual Return

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

Employees Stock Option Scheme

Pursuant to the approval accorded by the Shareholders on September 30, 2007, under Section 81(1A) of the erstwhile Companies Act, 1 956, and pursuant to ESOS Guidelines on May 8, 201 0, a Committee of the Board had approved implementation of "Reliance Power - Employees Stock Option Scheme 2010" (ESOS-2010) and grant of 2,00,00,000 options thereon, exercisable into equal number of fully paid up equity shares of the Company, to the eligible employees of the Company and its subsidiaries based on specified criteria.

However, considering the market price of the equity shares, none of the employee had exercised the options vested and consequently, the ESOS Committee, at their meeting held on May 19, 2014, had amended the ESOS Plan 2010 and extended the validity period of Exercise Period.

Thereafter, considering the Company''s proposed revision in its current Employees'' Remuneration and Incentive Policy, market condition and the current market price which was quoted under '' 50 per share for past six months and after considering the recommendations of Nomination and Remuneration Committee, the Company decided to wind up Reliance ESOS Plan 2010 with effect from October 23, 201 7.

Particulars of Employees and Related Disclosures

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, are also provided in the Annual Report, which forms part of this Report.

However, having regard to the provisions of first 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. 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 meeting. Any member interested in obtaining the same may write to the Company Secretary and same shall 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 - D forming part of this Report.

Corporate Governance

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 conforming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V to the Listing Regulations is enclosed to this Report. The disclosures required under Schedule V of the Act as applicable to Shri K Raja Gopal as a Whole-time Director are given below:

(i) Remuneration comprises of salary, allowances and other perquisites of Rs, 300 Lakhs per annum inclusive of performance linked incentive of Rs, 75 Lakhs.

(ii) Details of fixed component and performance linked incentives along with the performance criteria - Fixed component of Rs, 225 Lakhs per annum and performance linked incentive of Rs, 75 Lakhs

(iii) Service, contracts, notice period, severance fees - He has a binding service contract with functions and duties of a Whole-time Director and Chief Executive Officer.

(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable - Not Applicable

(v) Details of Non Executive Directors are provided in Corporate Governance Report.

Whistle Blower (Vigil Mechanism)

In accordance with Section 1 77 of the Act and the Listing Regulations, the Company has formulated a Vigil Mechanism and a Whistle Blower Policy 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.

Risk Management

The Company continues to have a Risk Management Committee consisting of majority of directors and 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, minimize adverse impact on the business objectives and enhances 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 risks are assessed for each project and mitigation measures are initiated both at the project as well as the corporate level.

Compliance with 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 workplace and for prevention and redressal of such complaints. During the year under review, no such complaint has been 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 Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. 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.reliancepower.co.in/web/reliance-power/ corporate governance.

The CSR Committee consisted of Smt Rashna Khan as Chairperson, Shri Sateesh Seth, Shri K Ravikumar, Shri D. J. Kakalia and Shri N. Venugopala Rao, Directors as members as on March 31, 2018. Dr. Yogendra Narain, has ceased to be Chairman of the Committee with effect from September 26, 2017, being the date on which he has relinquished his office as a Director. Shri N. Venugopala Rao ceased to be a member of the Committee with effect from June 30, 2018.

The disclosures with respect to CSR activities forming part of this report is given as Annexure - E.

Orders, if any, passed by Regulators or Courts or Tribunals

No orders have been passed by the Regulators or Courts or Tribunals which impact the going concern status and operations of the Company.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls with reference to financial statements across the organization. The same is subject to review periodically by the Internal Audit Cell and Audit Committee for its effectiveness. The control measures adopted by the Company have been found to be effective and adequate to the Company''s requirements.

Business Responsibility Report

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

Acknowledgements

Your Directors express their sincere appreciation for the cooperation and assistance received from shareholders, debenture holders, debenture trustee, bankers, financial institutions, 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

Anil Dhirubhai Ambani

Chairman

Mumbai July 21, 2018

Mar 31, 2017

Directors'' Report

Dear Shareowners,

The Directors present the 23^rd Annual Report and the audited accounts for the financial year ended March 31, 2017,

Financial Results

The performance of the Company (consolidated and standalone) for the financial year ended March 31, 2017, is summarized below:

Particulars	Financial Year ended March 31, 2017		Financial Year ended March 31, 2016
	Rs, in lakhs (Consolidated)	Rs, in lakhs (Standalone)	Rs, in lakhs (Consolidated)	Rs, in lakhs (Standalone)
Total Income	10,89,168	47,662	10,62,152	1,58,224
Profit before tax	1,42,542	7,106	1,35,322	1,29,944
Less: Provision for taxation (Net)	32,126	680	45,777	120
Profit after tax	1,10,416	6,426	89,545	1,29,824

Financial Performance

During the financial year under review, the total Income of the Company was Rs, 47,662 lakhs against Rs, 1,58,224 lakhs in the previous year on a standalone basis. The Company has earned a Profit after tax of Rs, 6,426 lakhs compared to Rs, 1,29,824 lakhs in the previous year which included a dividend Income of Rs, 28,901 lakhs from its subsidiary companies on a standalone basis.

Dividend

During the year under review, the Board of Directors has not recommended dividend on the Equity Shares of the Company

The Company''s Dividend Distribution Policy forms part of this Annual Report.

Business Operations

During the year 2016-17 all the operating plants of the Company which are functioning through its subsidiary companies performed exceedingly well both in terms of efficiency parameters and profitability. The PLF of the three thermal plants of the Company (Sasan Power, Rosa Power and Butibori Power) accounting for a total aggregate capacity of 5,760 MW was 79% as against the all India average of 60%.

The Company''s Sasan UMPP (Capacity 3,960 MW) had a very impressive year generating 29,476 MUs for the year, with the Plant Load Factor (PLF) being 85%.

The Sasan UMPP is the World''s largest integrated power plant and the Moher and Moher Amlohri Coal mines attached to the plant were the biggest coal mines in the country in terms of total quantity of coal excavated, including the Overburden handled at 74 Million CuM, the total volume handled at Sasan Coal Mine during the year was 85 Million CuM, making it the largest mine in the country in terms of volume handled,

Sasan Power won the coveted Global Sustainability Leadership Award in the CSR category

The 1,200 MW Rosa Thermal plant at Shahjahanpur in Uttar Pradesh, owned by the Company''s subsidiary Rosa Power Supply Company Limited also had an excellent year in terms of profitability. Its Profit after tax rose by 27% in comparison to the previous year. The Rosa power plant received prestigious accolades and awards from prestigious Institutions for excellence in CSR, Training and for best practices in HR,

The Butibori Thermal plant (600 MW) in Maharashtra also had a successful year recording a plant availability factor of 88% for the year. The plant also received recognition from prestigious bodies for excellence in the areas of the environment and energy. It won accolades for its initiatives in the area of education as part of its CSR Projects.

The 40 MW Solar PV Project in Rajasthan also performed satisfactorily generating revenue and profitability of Rs, 12,151 lakhs and Rs, 4,114 lakhs respectively for the year 2016-17,

The Solar CSP (100 MW) plant in Rajasthan has overcome its technical challenges and is on course to reaching stability in operations.

The Company''s Wind farm at Vashpet in Sangli District of Maharashtra also performed satisfactorily during 2016-17,

As reported in the previous year, the Company''s subsidiary Jharkhand Integrated Power Limited which was supposed to develop the 3,960 MW Tilaiya UMPP terminated the PPA with its procurers due to their failure to meet the conditions subsequent as per the Power Purchase Agreement (PPA), The Company is in advanced stage of concluding the arrangements culminating in the handing over of the project to the procurers.

Proposed gas-based project in Bangladesh

The Directors are pleased to inform that during the year the progress achieved in the implementation of the gas-based project in Bangladesh was significant.

The project involves development and operation of a 750 MW Combined Cycle Power Plant (CCPP) using Re-gasified Liquefied Natural Gas (LNG). The project also envisages the setting up of a Floating Storage Unit (FSU) based LNG Terminal with Degasification facility on land,

The Company has initialed project agreements with the Authorities in Bangladesh including Power Purchase Agreement,

The project also envisages use of some of the equipments purchased for Samalkot Power Project,

Management Discussion and Analysis

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

Non-convertible Debentures

During the year under review, the Company has issued Redeemable Non-convertible Secured Debentures aggregating to '' 560 crores which are outstanding as on date. These debentures are listed on BSE Limited,

Deposits

Particulars of Investments

Pursuant to the provisions of Section 186 of the Act, the details of Investments made are provided in the unabridged standalone financial statements under Note nos. 4.4(a) and 4.7(a),

Subsidiary and Associate Companies

As on March 31, 2017, the Company had 49 subsidiaries under its fold.

During the year RPL Aditya Power Private Limited has ceased to be subsidiary with effect from March 3, 2017,

The Company had the following Associate Companies as on March 31, 2017:

1. RPL Sun Power Private Limited (Formerly known as Reliance Biomass Power Private Limited)

2. RPL Photon Private Limited (Formerly known as Reliance Renewable Power Private Limited)

3. RPL Sun Technique Private Limited (Formerly known as Reliance Tidal Power Private Limited)

The operating and financial performance of the major subsidiary companies, has been discussed in the Management Discussion and Analysis Report forming a part of this Annual Report. In addition, the financial results of the subsidiary companies have been consolidated with those of the parent company. The Company''s policy for determining material subsidiaries may also be accessed on the Company''s website at the link http://www reliancepower.co.in/pdf/Policy_for_Determination_of_Material_ Subsidiary.pdf,

Financial Statements - Application of the Companies (Indian Accounting Standards) Rules, 2015

The audited financial statement of the Company drawn up both on standalone and consolidated basis for the financial year ended March 31, 2017 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, 2017, based on the financial statements received from subsidiaries and associates, as approved by their respective Board of Directors, have been prepared in accordance with Ind-AS Rules and relevant provisions of the Companies Act, 2013.

Directors

Dr. Yogendra Narain, one of the Independent directors who has been associated with the Company since the year 2007 retires from the Board at the ensuing Annual General Meeting (AGM) upon attaining the age of 75 years which is the retirement age for Independent directors as per the Company''s Board Charter,

The Board of Directors place on record their sincere appreciation for the outstanding contribution made by Dr. Yogendra Narain during his tenure of association with the Company

Consequent upon the retirement of Dr. Yogendra Narain as stated above, the Company proposes to appoint Shri K. Ravikumar, a technocrat of eminence as an Independent Director to hold office from the conclusion of the ensuing AGM for a term of three consecutive years.

The Company has received a notice in writing from a member along with the requisite deposit under Section 160 of the Act, proposing the candidature of Shri K. Ravikumar for the office of Director of the Company. The Nomination and Remuneration Committee of the Board, has also recommended the appointment of Shri K. Ravikumar as an Independent Director,

Shri D. J. Kakalia who is aged 68 years and Smt. Rashna Khan, who is aged 54 years have been appointed as Independent Directors by the members through postal ballot on September 27, 2014 to hold office for a term up to three consecutive years effective from the date of passing of the aforesaid resolution i.e. September 27, 2014.

The Company has received notices in writing from a member along with the requisite deposit under Section 1 60 of the Act, proposing the candidatures of Shri D. J. Kakalia and Smt, Rashna Khan, for the office of Directors of the Company. The Nomination and Remuneration Committee of the Board, has also recommended the re-appointment of Shri D. J. Kakalia and Smt, Rashna Khan, as Independent Directors,

Dr. V. K. Chaturvedi who has been associated with the Company since the year 2007 as a non-executive director, has, due to reasons of old age, relinquished his position as a director of the Company with effect from April 13, 2017.

The Board of Directors has placed on record their sincere appreciation for the outstanding contribution made by Dr. Chaturvedi during his tenure of association with the Company,

In accordance with the provisions of the Act, Shri Sateesh Seth, Non-Executive Director retires by rotation and being eligible, has offered himself for re-appointment at the ensuing AGM,

Appointment of Whole-time Director

The Board of Directors at their Meeting held on April 13, 2017, have decided to elevate Shri N. Venugopala Rao, Chief Executive Officer (CEO) of the Company, to the position of a Whole-time director with effect from the said date for a period of three years. He has been appointed as an Additional Director in the capacity of a Whole-time director and as per the provisions of the Act, holds office only upto the date of the ensuing AGM, The appointment and the remuneration payable to Shri Rao during the above tenure of appointment are subject to the approval of the members at the ensuing AGM. Prior to the above appointment Shri Rao had been appointed by the Board as CEO of the Company in October 2015,

The Company has received a notice in writing from a member along with the requisite deposit under Section 160 of the Act, proposing the candidature of Shri Rao for the office of Director of the Company. The Nomination and Remuneration Committee of the Board, has also recommended the appointment of Shri N, Venugopala Rao, as a Director

Particulars of Directors proposed to be appointed

Pursuant to the provisions of Section 152(5) of the Act read with Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the brief resume of Shri K. Ravikumar, Shri D. J. Kakalia, Smt. Rashna Khan, Shri Sateesh Seth and Shri N. Venugopala Rao, who are proposed to be appointed at the ensuing AGM as above, along with the information regarding the nature of their expertise in specific functional areas and names of the companies in which they hold directorship and / or membership / chairmanship of Committees of the respective Boards, shareholding and relationship between Directors, interse, is given in the section on Corporate Governance Report forming part of this Annual Report,

Key Managerial Personnel

Shri Suresh Nagarajan was appointed as the Chief Financial Officer of the Company and designated as the Key Managerial Personnel (KMP) by the Board at its meeting held on January 5, 2017.

Shri Ashutosh Agarwala, has resigned as the Chief Financial Officer effective from August 12, 2016.

Shri N. Venugopala Rao, appointed as Whole-time Director with effect from April 13, 2017 and Shri Ramaswami Kalidas, the Company Secretary are the other KMPs,

Evaluation of Directors, Board and Committees

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

Pursuant to Section 178(2) of the Act read with Rules made there under and Regulation 17(10) of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, working of the Committees, and the directors individually. The Board''s performance 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.

The evaluation process, inter alia, considers attendance of Directors at Board and Committee meetings, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, bench marks established by global peers, etc.

The Board carried out annual performance valuation of the Board Committees and individual Directors internally. The performance of each committee was evaluated by the Board based on evaluation reports received from respective Board Committees,

A separate meeting of the independent directors was also held during the year for evaluation of the performance of no independent directors, performance of the Board as a whole and that of the Chairman. In accordance with the requirements of the Statute and the Listing Regulations, the Meeting was attended by all independent directors,

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

Policy on appointment and Remuneration for Directors, Key Managerial Personnel and Senior Management employees

The Nomination and Remuneration Committee has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their remuneration. The Committee has formulated the criteria for determining the 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. All the directors, being non-executive, as at the end of the Financial year 2016-17 were paid only sitting fees for attending the meetings of the Board and its Committees, The policy on the above 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. I n the preparation of the annual financial statement 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;

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 internal financial controls to be followed by the Company and such internal 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 were 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 an arm''s length basis and in the ordinary course of business. No materially significant related party transactions were made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large,

All Related Party Transactions were placed before the Audit Committee for approval. Omnibus approvals of the Audit Committee were obtained for the transactions which were of a repetitive nature. 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 has been uploaded on the Company''s website at the link http://www.reliancepower, co.in/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 were no material changes and commitments affecting the financial position of the Company, which have occurred between the close of the financial year till 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, five Meetings of the Board were held, details of which are given in the Corporate Governance Report.

Audit Committee

The Audit Committee of the Board consists of the following Independent Directors namely Dr. Yogendra Narain (Chairman), Shri D. J. Kakalia and Smt. Rashna Khan. Shri Sateesh Seth, Non-independent non-executive Director is a member of the Committee. During the year, all the recommendations made by the Audit Committee were accepted by the Board,

Auditors and Auditors'' Report

In accordance with the provisions of Section 139(2) of the Companies Act, 2013 (the Act), which, inter alia provides that the rotation of the statutory auditors, M/s. Pathak H. D. & Associates (Firm Registration No.107783W) were appointed at the last AGM for a period of five consecutive years commencing with the conclusion of the said Meeting subject to their appointment being ratified by the members at every subsequent Meeting.

With a view to facilitate the phased transition to the requirements of rotational audit as comprehended under the Act, considering the fact the Company has joint auditors, M/s. Price Waterhouse the other Joint statutory auditors were re-appointed at the last AGM to hold office until the conclusion of the ensuing AGM, They therefore demit office at the ensuing AGM,

To complete the phased transition as stated above, it is proposed to appoint M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No.101248W/W100022) as statutory auditors, for a period of five consecutive years beginning from the conclusion of this AGM till the conclusion of the 28^th AGM subject to their appointment being ratified by the members,

M/s. B S R & Co. LLP, Chartered Accountants, have provided a certificate to the Company that they satisfy the criteria laid down in Section 141 of the Act. They have also given their written consent for the proposed appointment.

The Company has also received a confirmation from M/s. Pathak

H. D. & Associates, to the effect that they are eligible to continue as the Statutory Auditors. They have also provided a certificate to indicate that they have satisfied the criteria provided in Section 141 of the Act.

It is proposed to ratify the appointment of M/s. Pathak H.D, & Associates as the Statutory Auditors of the Company at the ensuing AGM of the members,

Shareholders are requested to approve the appointment of the Auditors as above at the ensuing AGM,

The observations and comments given by the Auditors in their report read together with the notes on the 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. Talati & Associates, Cost Accountants, as the Cost Auditors in respect of its 45 MW Wind Farm Power project at Vashpet, Dist. Sangali, Maharashtra for the financial year ending March 31, 2018, subject to the remuneration being ratified by the shareholders at the ensuing AGM 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, 201 4, the Board has appointed M/s. Ajay Kumar & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company. There are no qualifications, reservations or adverse remarks in their Secretarial Audit Report.

The Report of the Secretarial Auditor is attached herewith as Annexure - B,

Extract of Annual Return

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

Employees Stock Option Scheme

During the year under review, the Company has not granted any Options to the employees of the Company. Employees Stock Option Scheme (ESOS) has been approved and implemented by the Company and options were granted to the employees in accordance with the guidelines applicable to such ESOS.

The required disclosures in accordance with the Companies (Share Capital and Debentures) Rules, 2014 as on March 31, 2017 are as follows:

a. Options granted	85,00,000
b. Options vested	85,00,000. As per the Scheme, the vested options are exercisable any time during the duration of the Scheme.
c. Options exercised	Nil
d. Total number of shares arising out of the exercise of the options	Nil
e. Options lapsed	Nil
f. Exercise price	'' 162 per Equity Share.
g. Variations of terms of options	None
h. Money realised by exercise of Options	Nil
i. Total number of options in force j. Employee wise details of options granted to:- (i) Key Managerial Personnel (ii) Any other employee who receives a grant of options in any one year of option amounting to five per cent or more of options granted during that year (iii) Identified employees who were granted option, during any one year equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant	85,00,000 Nil Nil Nil

The Company has received a certificate from the Auditors of the Company that the ESOS Plan 2010 has been implemented in accordance with the SEBI Regulations and as per the resolution passed by the Members of the Company authorizing the issuance of the said options.

The other details as required under Listing Regulations are disclosed on the Company''s website at www.reliancepower.co.in,

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 limits set out in the said Rules are provided in Annexure to the Directors'' Report. However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the Shareholders of the Company and others entitled thereto, 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 AGM 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

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 - E forming part of this Report.

Corporate Governance

The Company is strictly in adherence to the requirements of Corporate Governance both in terms of the provisions of the Act and the Listing Regulations. Its governance practices and policies are in keeping with the standards followed by companies of similar stature. 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 the Auditors of the Company M/s. Price Waterhouse and M/s. Pathak H. D. & Associates, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Part E of Schedule V to 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 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,

Risk Management

The Company continues to have a Risk Management Committee consisting of majority of directors and 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, 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 the corporate level,

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

Corporate Social Responsibility

The Corporate Social Responsibility Committee of the Board performs its functions in accordance with the provisions of the Act. It 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.reliancepower.co.in/pdf/CSR_ Policy.pdf.

The CSR Committee of the Board consisted of Dr. Yogendra Narain as Chairman, Shri Sateesh Seth, Dr. V. K. Chaturvedi, Shri

D. J. Kakalia and Smt. Rashna Khan, Directors as members as on March 31, 2017. Dr. Chaturvedi has ceased to be member of the committee with effect from April 13, 2017 being the date on which he has relinquished his office as a Director,

The disclosures with respect to CSR activities forming part of this report is given as Annexure - F,

Orders, if any, passed by regulators or courts or tribunals

No orders have been passed by the regulators or courts or tribunals which impact the going concern status and operations of the Company

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls with reference to financial statements across the organization, The same is subject to review periodically by the Internal Audit Cell and by the Audit Committee for its effectiveness. The control measures adopted by the Company have been found to be effective and adequate to the Company''s requirements,

Business Responsibility Report

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

Acknowledgements

For and on behalf of the Board of Directors

Anil Dhirubhai Ambani

Chairman

Mumbai April 13, 2017

Mar 31, 2016

Dear Shareowners,

The Directors present the 22nd Annual Report and the audited accounts for the financial year ended March 31, 2016.

Financial Results

The performance of the Company (consolidated and standalone) for the financial year ended March 31, 2016, is summarised below:

Particulars Financial Year ended Financial Year ended

March 31, 2016 March 31, 2015

Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs (Consolidated) (Standalone) (Consolidated) (Standalone)

Total Income 1,103,850 68,784 7,20,200 36,932

Profit before tax 156,555 40,413 1,28,636 2,832

Less: Provision for taxation (Net) 20,361 139 25,804 322

Profit after tax 136,194 40,274 1,02,832 2,510

Financial Performance

During the financial year under review, the total Income of the Company was Rs. 68,784 lakhs against Rs. 36,932 lakhs in the previous year on a standalone basis. The Company has earned a Profit after tax of Rs. 40,274 lakhs compared to Rs. 2,510 lakhs in the previous year on a standalone basis.

Dividend

The Company has declared maiden interim dividend of Rs. 1 per share (i.e. 10% per share) during the year 2015-16 and the same is proposed to be confirmed as final dividend with the approval of the shareholders for the financial year under review.

Business Operations

During the year 2015-16, the most significant achievement was the operational performance of our flagship Sasan UMPP project, the World''s largest integrated power plant and coal mine. The plant in its very first year of full operations, operated at PLF of 90% which was the best-in-class among plants of similar capacity. The captive coal mine achieved production of 17.02 million tonne, the highest in private sector in less than 4 years from commencement of production. This bears testimony to the determination and hard work put in by our employees in setting such benchmarks.

The 1,200 MW coal based Rosa Power Plant in Uttar Pradesh operated at an availability of 93 % PLF during the year, in its fourth year of operations.

The 600 MW Butibori coal based power plant also performed exceedingly well generating 4,022 MU of power which is being supplied under a long term Power Purchase Agreement (PPA) approved by Maharashtra Electricity Regulatory Commission.

The 40 MW Solar PV power project in Rajasthan generated 68 MU of electricity during the year.

The Company''s 45 MW wind farm in Sangli District of Maharashtra produced 79.3 MU of Electricity.

The concentrated Solar Power (CSP) plant in Rajasthan with a capacity of 100 MW achieved peak load of 111 MW during the year.

The Company''s wholly owned subsidiary, Jharkhand Integrated Power Limited (JIPL) has issued a notice for terminating the PPA upon the Power Procurers on account of their failure to fulfill the conditions subsequent as per the PPA entered into by the Company with them. Subsequently, the Procurers at their meeting held in November 2015 accepted the termination and decided to acquire 1 00% ownership of JIPL. The process of transfer of JIPL to the procurers against a specified termination compensation is underway.

Management Discussion and Analysis

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

Non-convertible Debentures

During the year under review, the Company has issued Redeemable Non-convertible Debentures aggregating to Rs. 400 crores which are outstanding as on date. Out of the above Rs. 250 crores are secured. These Debentures are listed on BSE Limited and National Stock Exchange of India Limited.

Deposits

The Company has not accepted any deposits from the public which comes within the purview of Section 73 of the Companies Act, 2013 (hereinafter referred to as ''the Act'') read with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Investments

Pursuant to the provisions of Section 186 of the Act, the details of Investments made are provided in the unabridged standalone financial statements under note nos. 3.10 and 3.13.

Subsidiary and Associate Companies

As on March 31, 2016, the Company had 48 Subsidiaries under it. The following companies became subsidiaries of the Company during the year:

1. RPL Sunshine Power Private Limited (Formerly known as Solar Generation Company (Rajasthan) Private Limited). (w.e.f. July 16, 2015)

2. RPL Surya Power Private Limited. (w.e.f. July 31, 2015)

3. RPL Star Power Private Limited. (w.e.f. August 7, 2015)

4. RPL Sunlight Power Private Limited. (w.e.f. August 1 9, 2015)

5. RPL Solar Power Private Limited. (w.e.f. August 26, 2015)

6. RPL Aditya Power Private Limited. (w.e.f. August 26, 2015)

7. RPL Solaris Power Private Limited. (w.e.f. September 7, 2015)

During the year the following Companies became Subsidiaries w.e.f. July 16, 2015 and ceased to be Subsidiaries w.e.f. February 16, 2016.

1 . RPL Sun Power Private Limited (Formerly known as Reliance Biomass Power Private Limited).

2. RPL Photon Private Limited (Formerly known as Reliance Renewable Power Private Limited) and

3. RPL Sun Technique Private Limited (Formerly known as Reliance Tidal Power Private Limited).

The Company does not have any Associate Company.

The operating and financial performance of the major subsidiary companies, has been discussed in the Management Discussion and Analysis Report forming a part of this Annual Report. In addition, the financial results of the subsidiary companies have been consolidated with those of the parent Company. The Company''s policy for determining material subsidiaries may be accessed on the Company''s website at the link http://www. reliancepower.co.in/1106/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 the subsidiary companies, as approved by their respective Boards of Directors have been prepared in accordance with Accounting Standard 21 (AS-21) on "Consolidated Financial Statements" and Accounting Standard 27 (AS-27) on "Financial Reporting of Interests in Joint Ventures" as specified under the Act read with the Accounting Standards Rules as applicable.

Directors

Dr. Yogendra Narain, Independent Director was appointed for a term of two consecutive years on September 27, 2014. Dr. Narain will complete 74 years of age in June 2016.

In keeping with the Company''s charter which provides for a retirement age of 75 years for Directors, it is proposed to appoint him for a period of one year only from the date of the ensuing Annual General Meeting (AGM) in which the resolution for his appointment shall be considered. Dr. Narain will complete 75 years of age before completion of the proposed term of one year as stated above.

The Company has received a notice in writing from a member along with the requisite deposit under Section 160 of the Act, proposing the candidature of Dr. Narain for the office of Director of the Company. The Nomination and Remuneration Committee of the Board, has also recommended the re-appointment of Dr. Yogendra Narain as an Independent Director for a period of one year from the date of his proposed appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under the Act and the Listing Regulations.

The details of programmes for familiarisation of Independent Directors with the Company, nature of industry in which the Company operates and related matters are put up on the website of the Company at the link: http://www.reliancepower. co.in/2015/Familiarsation_Policy.pdf

In accordance with the provisions of the Act, Dr. V. K. Chaturvedi, Non-Executive Director retires by rotation and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting (AGM).

A brief resume of both Dr. Yogendra Narain and Dr. V. K. Chaturvedi along with the information regarding the nature of their expertise in specific functional areas and names of the companies in which they hold directorship and / or membership / chairmanship of Committees of the respective Boards, shareholding and relationship between Directors, inter se, as stipulated under Regulation 36(3) of the Listing Regulations and Section 152(5) of the Act, is given in the section on Corporate Governance Report forming part of this Annual Report.

Key Managerial Personnel

Shri N. Venugopala Rao was appointed as the Chief Executive Officer of the Company and designated as the Key Managerial Personnel (KMP) by the Board at its meeting held on October 13, 2015.

Shri Ashutosh Agarwala, the Chief Financial Officer and Shri Ramaswami Kalidas, the Company Secretary are the other KMPs. Shri Ramaswami Kalidas ceased to be the Manager upon completion of his tenure on May 26, 2016.

Evaluation of Directors, Board and Committees

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

Pursuant to Section 178(2) of the Act read with Rules made there under and Regulation 17(10) of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, working of the Committees, and the directors individually. The Board''s performance 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 evaluation of the performance of non- independent directors, performance of the Board as whole and that of the Chairman. In accordance with the requirements of the Statute and the Listing Regulations, the meeting was attended by all independent directors.

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

Policy on appointment and Remuneration for Directors, Key Managerial Personnel and Senior Management employees

The Nomination and Remuneration Committee has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their remuneration. The Committee has formulated the criteria for determining the 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, as the Company does not have any Whole-time Director / Managing Director on its Board at present. All the directors, being non-executive, were paid only sitting fees for attending the meetings of the Board and its Committees, The policy on the above 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. to 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 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, 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 internal financial controls to be followed by the Company and such internal 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 were 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 an arm''s length basis and in the ordinary course of business. No materially significant related party transactions were made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee for approval. Omnibus approvals of the Audit Committee were obtained for the transactions which were of a repetitive nature. 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 has been uploaded on the Company''s website at the link http://www.reliancepower. co.in/1106/Policy_for_Related_Party_Transactions.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 were no material changes 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, eight Meetings of the Board were held, details of which are given in the Corporate Governance Report.

Audit Committee

The Audit Committee of the Board consists of the following Independent Directors namely Dr. Yogendra Narain (Chairman), Shri D.t. Kakalia and Smt. Rashna Khan. Shri Sateesh Seth, Non-independent Non-executive Director is a member of the Committee. Dr. V. K. Chaturvedi, Non-independent Non- executive Director was withdrawn from the Committee during the year to ensure that the structure of the Committee is in line with the requirements of the Listing Regulations. He continues to be a permanent invitee to the meetings of the Committee as decided by the Board. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Auditors and Auditors'' Report

M/s. Chaturvedi & Shah, Chartered Accountants and M/s. Price Waterhouse, Chartered Accountants, the Auditors of the Company hold office until the conclusion of the ensuing AGM and are eligible for re-appointment. The existing Auditors would be completing tenure of 9 years at the forthcoming AGM.

To fall in line with the requirements of Section 139(2) of the Act, one of the Auditors will have to be substituted by another firm of auditors who have to be appointed by the shareholders for a term not exceeding five consecutive years. As the Company has joint Auditors, in accordance with Rule 6(4) of the Companies (Audit and Auditors) Rules, 2014, the Company proposes to follow the rotation of Auditors in such a manner that both the Joint auditors do not complete their term in the same year.

To enable a phased transition in the above manner, it is proposed to re-appoint M/s. Price Waterhouse as statutory auditors till the conclusion of the next AGM. M/s. Price Waterhouse have consented to the above appointment and have confirmed their eligibility for the same.

The Company has received pursuant to Section 1 40(4) of the Act read with Section 115 of the Act and the Companies (Management and Administration) Rules, 2014, a special notice from a member proposing the appointment of M/s. Pathak H. D. & Associates, Chartered Accountants, as Auditors for a period of five consecutive years beginning from the conclusion of this AGM till the conclusion of the 27th AGM.

M/s. Pathak H. D. & Associates have provided a certificate to the Company that they satisfy the criteria laid down in Section 141 of the Act. They have also given their written consent for the proposed appointment.

Shareholders are requested to approve the appointment of the Auditors as above at the ensuing AGM.

The observations and comments given by the Auditors in their report read together with the notes on the 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 in respect of its 45 MW Wind Farm Power project at Vashpet, Maharashtra for the financial year ending March 31, 2017, subject to the remuneration being ratified by the Shareholders at the ensuing AGM 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 Board has appointed M/s. Ajay Kumar & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company. There are no qualifications, reservations or adverse remarks in their Secretarial Audit Report. The Report of the Secretarial Auditor is attached herewith as Annexure - B.

Extract of Annual Return

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

Employees Stock Option Scheme

During the year under review, the Company has not granted any Options to the employees of the Company. Employees Stock Option Scheme (ESOS) has been approved and implemented by the Company and options were granted to the employees in accordance with the guidelines applicable to such ESOS.

The ESOS Compensation Committee of the Board monitors the Scheme and Plans which are in line with the SEBI guidelines in this regard. The existing ESOS Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SEBI Regulations).

The required disclosures in accordance with the Companies (Share Capital and Debentures) Rules, 2014 as on March 31, 2016 are as follows:

a. Options granted 85.00,000

b. Options vested 85,00,000. As per the Scheme, the vested options are exercisable any time during the duration of the Scheme.

c. Options exercised Nil

d. Total number of shares arising Nil out of the exercise of the options

e. Options lapsed Nil

f. Exercise price Rs.162 per Equity Share.

g. Variations of terms of options None

h. Money realised by exercise of Nil options

i. Total number of options in 85,00,000 force

j. Employee wise details of options granted to:-

(i) Key Managerial Personnel Nil

(ii) Any other employee who Nil receives a grant of options in any one year of option amounting to five per cent or more of options granted during that year

(iii)identified employees who Nil were granted option, during any one year equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant

The Company has received a certificate from the Auditors of the Company that the ESOS Plan 2010 has been implemented in accordance with the SEBI Regulations and as per the resolution passed by the Members of the Company authorizing the issuance of the said options.

The other details as required under Listing Regulations are disclosed on the Company''s website at www.reliancepower.co.in.

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 limits set out in the said Rules are provided in Annexure to the Directors'' Report. However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the Shareholders of the Company and others entitled thereto. 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 AGM 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

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 - E 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 the auditors of the Company M/s. Price Waterhouse and M/s. Chaturvedi & Shah, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Part E of Schedule V to 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 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.

Risk Management

The Company continues to have a Risk Management Committee consisting of majority of directors and 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 (BRM) 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 the corporate level.

Compliance with 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 under review no such complaints were received.

Corporate Social Responsibility

The Corporate Social Responsibility Committee of the Board performs its functions in accordance with the provisions of the Act. It 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.reliancepower.co.in/2015/ CSR_Policy.pdf.

The CSR Committee of the Board consists of Dr. Yogendra Narain as Chairman, Shri Sateesh Seth, Dr. V. K. Chaturvedi, Shri D. J. Kakalia and Smt. Rashna Khan, Directors as members.

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

Orders, if any, passed by regulators or courts or tribunals

No orders have been passed by the regulators or courts or tribunals which impact the going concern status and operations of the Company.

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 and by the Audit Committee for its effectiveness. The control measures adopted by the Company have been found to be effective and adequate to the Company''s requirements.

Business Responsibility Report

Business Responsibility Report has been uploaded on a voluntary basis on the website of the Company at www.reliancepower. co.in.

Acknowledgements

Your Directors express their sincere appreciation for the co- operation and assistance received from shareholders, debenture holders, debenture trustee, bankers, financial institutions, 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

Anil Dhirubhai Ambani

Chairman

Mumbai May 27, 2016

Mar 31, 2015

Dear Shareowners,

The Directors present the 21st Annual Report and the audited accounts for the financial year ended March 31, 201 5

Financial Results

The performance of the Company (consolidated and standalone) for the financial year ended March 31, 201 5, is summarised below:

Particulars Financial Year ended Financial Year ended March 31, 2015 March 31, 2014 Rs.in lakhs Rs.In lakhs Rs.in lakhs Rs.in lakhs (Consolidated)(Standalone) (Consoli dated) (Standalone)

Total Income 7,20,200 36,932 5,54,591 36,612

Profit before tax 1,28,636 2,832 1,23,881 6,114

Less: Provision for taxation(Net) 25,804 322 21,214 466

Profit after tax 1,02,832 2,510 1,02,667 5,648

Financial Performance

During the financial year under review, the total Income of the Company was Rs. 36,932 lakhs against Rs. 36,612 lakhs in the previous year on a standalone basis. The Company has earned a Profit after tax of Rs. 2,51 0 lakhs compared to Rs. 5,648 lakhs in the previous year on a standalone basis.

Dividend

Your Directors have not recommended any dividend on equity shares for the year under review.

Business Operations

During the year 201 4-1 5, the most significant achievement was the successful commissioning of all the six units of 660 MW each of the Sasan Ultra Mega Power Project (UMPP),

We are pleased to inform you that this Power plant stands out as the largest integrated power plant in the world with dedicated coal mines to cater to its fuel requirements. The completion of the project ahead of its schedule bears testimony to the determination and hard work put in by our employees.

The 2X300 MW Butibori plant in Maharashtra was also fully commissioned last year and the unit is supplying power under a long term PPA for 25 years. The Concentrated Solar Power (CSP) plant in Rajasthan with a capacity of 1 00 MW was also commissioned last year. We now have an operating capacity of 5945 MW as against 4525 MW in the previous year.

We would report that the Company's wholly owned Subsidiary Jharkhand Integrated Power Limited, which was developing the 3960 MW UMPP in the State of Jharkhand has issued a notice for terminating the Power Purchase Agreement (PPA) upon the Power Procurers on account of their failure to fulfill the conditions subsequent, as per the PPA entered into by the Company with them

Management Discussion and Analysis

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.

Non-convertible Debentures

During the year under review, the Company has issued Unsecured Redeemable Non-convertible Debentures aggregating to Rs. 205 crores.

Deposits

The Company has not accepted any deposits from the public which comes within the purview of Section 73 of the Companies Act, 2013 (The Act) read with the Companies (Acceptance of Deposits) Rules 2014.

Particulars of Investments

Pursuant to the provisions of Section 186 of the Act, the details of Investments made are provided in the unabridged standalone financial statements under note nos. 3.11.1 and 3.11.2

Subsidiary and Associate Companies

The Company had as on March 31, 2015, 41 Subsidiaries under it. Reliance Geothermal Power Private Limited became a subsidiary of the Company during the year. The Company does not have any Associate Company

The performance and the financial position of the major subsidiary companies, which are under operation have been discussed in the Management Discussion and Analysis Report forming a part of this Annual Report. In addition, the financial results of each of the subsidiary companies have been consolidated with that of the parent company in the consolidated financial statement. The Company's policy for determining material subsidiaries may be accessed on the Company's website at the link http://www, reliancepower.co.in/1 1 06/Policy_for_Determining_Material_ Subsidiary.pdf

Consolidated Financial Statement

The audited consolidated financial statement for the financial year ended March 31, 2015, based on the financial statements received from the subsidiary companies, as approved by their respective Boards of Directors have been prepared in accordance with Accounting Standard 21 (AS-21) on "Consolidated Financial Statements" read with the Accounting Standards and Rules as applicable.

Directors

Dr. Yogendra Narain and Shri D. J. Kakalia, were appointed through postal ballot on September 27, 2014 as Independent Directors of the Company, respectively for a period of two years and three years from the date of their appointment. Smt. Rashna Khan was also appointed as an Independent woman Director through Postal Ballot on September 27, 2014 for a period of three years from the date of her appointment.

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of Independence as prescribed under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges,

The details of the programs drawn up for familiarisation of the Independent Directors, the nature of the industry in which the Company operates and related matters have been put up on the website of the Company at the link http:/ywww.reliancepower, co. in/201 5/Fa miliarisation_Policy.pdf

In accordance with the provisions of the Act, Shri Sateesh Seth Non-Executive Director retires by rotation and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting (AGM).

A brief resume of Shri Sateesh Seth along with the information regarding the 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 entered into with the Stock Exchanges in India, is given in the section on Corporate Governance Report forming part of this Annual Report,

Key Managerial Personnel

During the year, Shri N. Venugopala Rao, Chief Financial Officer and Shri Ramaswami Kalidas, Company Secretary and Manager were designated by the Board as the Key Managerial Personnel of the Company pursuant to the requirements of the Act. Consequent upon Shri N. Venugopala Rao being elevated to a higher role within the organisation, Shri Ashutosh Agarwala was appointed as the Chief Financial Officer of the Company and designated as Key Managerial Personnel with effect from September 26, 2014

Evaluation of Directors, Board and Committees

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

In line with the requirements of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, working of the Committees, and the directors individually. The Board performance 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 evaluation of the performance of the non Independent Directors, the Board as a whole and that of the Chairman

The Nomination and Remuneration Committee has also reviewed the performance of the 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 for Directors, Key Managerial Personnel and Senior Management employees

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Senior Management and their remuneration. The Committee has formulated the criteria for determining the qualifications, positive attributes and independence of a Director, 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, as the Company does not have any Whole-time Director/ Managing Director on its Board at present. All the directors, being non-executive, were paid only sitting fees for attending the meetings of the Board and its Committees, The policy on the above is attached as Annexure - A,

Directors' Responsibility Statement

Pursuant to the requirements under Section 1 34(5) of the Act with respect to Directors' Responsibility Statement, it is hereby confirmed that:

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;

i. 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, 201 5 and of the profit of the Company for the year ended on that date;

i 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, 201 5 on a 'going concern' basis;

v. The Directors had laid down internal financial controls to be followed by the Company and such internal 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 were 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 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 may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee for approval. Omnibus approvals of the Audit Committee were obtained for the transactions which were of a repetitive nature. 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 has been uploaded on the Company's website at the link http://ww.reliancepower co.in/11 06/Policy_for_Related_Party_Transactions.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 were no material changes and commitments which materially affect the financial position of the Company between the financial year ended on March 31, 201 5 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, six Meetings of the Board were held details of which are given in the Corporate Governance Report,

Audit Committee

The Audit Committee of the Board consists of Independent Directors namely Dr. Yogendra Narain, as the Chairman Shri D. J. Kakalia and Smt. Rashna Khan, and non-independent Directors, Shri Sateesh Seth and Dr. V. K. Chaturvedi, as members. During the year, all the recommendations made by the Audit Committee were accepted by the Board

Auditors and Auditors' Report

M/s. Price Waterhouse and M/s. Chaturvedi & Shah, 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. Price Waterhouse and M/s. Chaturvedi & Shah, 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 1 34 of the Act,

Cost Auditors

Pursuant to the provisions of the Act and Companies (Audit and Auditors) Rules, 2014, the Board of Directors have appointed M/s. V. J. Talati & Co., Cost Accountants, as the Cost Auditors for conducting cost audit of the cost records maintained by the Company in respect of the operations at its 45 MW Wind Farm Power project at Vashpet, Maharashtra for the financial year ending March 31, 2016, subject to the remuneration being ratified by the members at the ensuing AGM 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 Board has appointed M/s. Ajay Kumar and Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company. There are no qualifications, reservations or adverse remarks in their Audit Report. The Audit Report of the Secretarial Auditor is attached herewith as Annexure - B

Extract of Annual Return

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

Employees Stock Option Scheme

During the year under review, the Company has not granted any Options to the employees of the Company. Employees Stock Option Scheme (ESOS) has been approved and implemented by the Company and options were granted in earlier years to the employees in accordance with the earlier guidelines applicable to such ESOS.

The ESOS Compensation Committee of the Board monitors the Scheme and plans which are in line with the SEBI guidelines in this regard. The existing ESOS Scheme is in compliance with the Securities and Exchange Board of India (Share based employee benefits) Regulations, 2014 (SEBI Regulations).

The required disclosures in accordance with Rule 1 2(9) of the Companies (Share Capital and Debentures) Rules, 2014 as on March 31, 201 5 are as follows:

a. Options granted 85.00,000

b. Options vested

85,00,000. As per the Scheme, the vested options are exercisable any time during the duration of the Scheme,

c. Options exercised Nil

d. Total number of shares arising out of the exercise of the options_

Nil

e. Options lapsed Nil

f Exercise price Rs.162 per Equity Share.

g. Variations of terms of options

By a variation made during the year 201 4-1 5, to the ESOS plan (2010), the options granted have become exercisable for a maximum period of 9 years from the dates of the grant and no portion of the options granted shall lapse till the expiry of the above period,

h. Money realised by exercise of options

Nil

i. Total number of options in force

85,00,000

j. Employee wise details of options granted to:-

(i) Key Managerial Personnel

(ii)Any other employee who receives a grant of options in any one year of option amounting to five per cent or more of options granted during that year

(iii)Identified employees who were granted option, during any one year equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant

Nil

The Company has received a certificate from the Auditors of the Company that the ESOS Plan 2010 has been implemented in accordance with the SEBI Regulations and as per the resolution passed by the Members of the Company authorizing the issuance of the said options

Particulars of Employees and related disclosures

In terms of the provisions of Section 1 97 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 limits set out in the said Rules are provided in Annexure to the Directors' Report. However, 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. 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 AGM 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 1 97(1 2) 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

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 the Annexure - E forming part of this Report,

Corporate Governance

The Company has adopted "Reliance Group-Corporate Governance Policies and Code of Conduct" which sets out the systems, process and policies conforming to the international standards. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges is presented in a separate section forming part of this Annual Report,

A Certificate from the auditors of the Company M/s. Price Waterhouse and M/s. Chaturvedi & Shah, Chartered Accountants conforming compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is enclosed 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 also be accessed on the Company's website

Risk Management

Pursuant to the requirements of Clause 49 of the Listing Agreement, the Company, during the year under review, has re-constituted a Risk Management Committee consisting of majority of directors and 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 (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance 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 the corporate level

Compliance with 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 financial year no such complaints were received

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility Committee 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 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.reliancepower.co.in/2015/ CSR_Policy.pdf

The CSR Committee of the Board consists of Dr. Yogendra Narain as Chairman. Shri Sateesh Seth, Dr. V. K. Chaturvedi, Shri D. J Kakalia and Smt. Rashna Khan were its members

The disclosures with respect to CSR activities forming part of this report is given as Annexure - F,

Orders, if any, passed by regulators 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. The control measures adopted by the Company have been found to be effective and adequate to the Company's requirements

Business Responsibility Statement

SEBI has mandated top 100 listed entities, based on market capitalisation on BSE Limited and National Stock Exchange of India Limited on March 31, 2012, to include Business Responsibility Report ("BRR") as part of the Annual Report, In view of FAQs issued by SEBI, the BRR has been uploaded on the website of the Company www.reliancepower.co.in. Any shareholder interested in obtaining physical copy of the 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 debenture holders, debenture trustee, bankers, financial institutions, 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 26, 2015 Chairman

Mar 31, 2014

Dear Shareowners,

The Directors have pleasure in presenting the 20th Annual Report and the audited accounts for the financial year ended March 31, 2014

Financial Results

The performance of the Company (consolidated and standalone) for the fi nancial year ended March 31, 2014, is summarised below;

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

Rs.in lakhs Rs.In lakhs Rs.in lakhs Rs.In lakhs (Consolidated) (Standalone) (Consolidated)(Standalone)

Total Income 554,591 36,612 528,377 *65,810

Profit before tax 123,881 6,114 119,961 51,338

Less: Provision for taxation (Net) 21,214 466 18,815 (55)

Profit after tax 102,667 5,648 101,146 51,393

*Includes Exceptional Income of Rs. 40,725 lakhs.

Financial Performance

During the year under review, the total Income of the Company was Rs. 36,612 lakhs against Rs. 25,085 lakhs in the previous year on a standalone basis. The Company has earned a profit after tax of Rs. 5,648 lakhs compared to Rs. 51,393 lakhs in the previous year which was inclusive of an exceptional income of Rs. 40,725 lakhs on a standalone basis.

Dividend

Your Directors have not recommended any dividend on equity shares for the year under review.

Business Operations

The Company is in the business of setting up and operating power projects and in the development of coal mines through its subsidiaries. The Company has a large portfolio of power projects and is also developing coal mines in India and in Indonesia. Of the power projects which the Company is developing through its subsidiaries, 4,525 MW are already operational while the other power projects are under various stages of development. Four of the six units out of the 6X660 MW UMPP being developed by its subsidiary Sasan Power Limited have already commenced operations. The fifth unit has achieved Boiler Light-up and is likely to be commissioned shortly and the last unit is in advanced stages of commissioning.

The Sasan Unit is the largest integrated power plant in the World with its own captive coal mines to cater to the fuel requirements of the Plant.

Both the Units of the 2X300 MW Power Plant at Butibori being developed by its subsidiary Vidarbha Industries Power Limited, have commenced commercial operations and are supplying power under long term PPAs for 25 years.

The 100 MW solar CSP plant at Dhursar, Rajasthan shall also commence operations in the financial year 2014-15.

The period under review was signifi cant in that the Company could make substantial increases in its operating capacity by nearly 2,000 MW.

The portfolio of projects which the Company is developing is diversifi ed with regard to location, fuel and off-take. The projects are spread across various states in India and its coal mines are also located in Indonesia. A major portion of the power generating capacity would be based on coal as the primary fuel. The others include gas based power projects, hydro-electric power projects and power projects based on renewable energy resources such as solar and wind.

Management Discussion and Analysis

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.

MOU for acquisition of Hydro Assets

Reliance CleanGen Limited, a wholly owned subsidiary of the Company, has entered into a Memorandum of Understanding (MOU) with Jaiprakash Power Ventures Limited (JPVL), a subsidiary of Jaiprakash Associates Limited, for the 100 per cent acquisition of three hydroelectric power projects of JPVL, for an aggregate capacity of nearly 1,791 MW, which are fully in operation namely, Baspa Stage II (300 MW) and Karcham Wangtoo (1,091 MW), both in Kinnaur District, in the state of Himachal Pradesh and Vishnuprayag (400 MW), in Chamoli District, in the State of Uttarakhand.

Scheme of Amalgamation

Reliance Clean Power Private Limited, a 100 per cent Subsidiary which is operating the 45 MW wind power project at Vashpet in Maharashtra, merged into the Company effective from May 16, 2014 as per the Scheme of Amalgamation sanctioned by the Hon''ble High Court of Judicature at Bombay on May 9, 2014, with the appointed date being April 1, 2012.

Subsidiaries

As on March 31, 2014, the Company had 40 subsidiaries.

In accordance with the general circular issued by the Ministry of Corporate Affairs (MCA), Government of India (GOI), the 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 the provisions of Accounting Standard AS- 21 and AS-27 prescribed under the Companies (Accounting Standards) Rules, 2006 and the Listing Agreement, the Consolidated Financial Statements presented herein by the Company include financial results of subsidiary companies, which forms part of this Annual Report..

Directors

In accordance with the provisions of the Companies Act, 2013, it is proposed to appoint Dr. Yogendra Narain, who has been an Independent Director of the Company as per the requirements of the Listing Agreement with the Stock Exchanges from the year 2007, as an Independent Director, not liable to retire by rotation for a term of two consecutive years effective from the date of passing of the resolution by the members through Postal Ballot, pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, for which separate notice has been sent to the Members of the Company.

Shri D. J. Kakalia was appointed as an Additional Independent Director on September 13, 2013, under Section 260 of the Companies Act, 1956. Pursuant to the provisions of Section 161 of the Companies Act, 2013, which corresponds to Section 260 in the Companies Act, 1956, Shri Kakalia holds Office only till the date of the ensuing Annual General Meeting of the members of the Company. It is proposed to appoint him as an Independent Director not liable to retire by rotation for a consecutive term of three years effective from the date of passing of resolution by the members through Postal Ballot, pursuant to Section 110, and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder.

The Company has received notices from a member in writing along with the requisite amount of deposit under Section 160 of the Act, proposing the appointment of above named persons as Directors of the Company.

Shri Sateesh Seth was appointed as an Additional Director of the Company by the Board of Directors pursuant to the provisions of Section 161 in the Companies Act, 2013 at their Meeting held on July 18, 2014. He is associated with the Company as a Non-executive, Non-independent Director on the Board. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Shri Seth holds Office only till the date of the ensuing Annual General Meeting of the members of the Company. The Company has received a notice from a member, proposing his appointment as a Director liable to retire by rotation in terms of Section 160 in the Act along with the requisite amount of deposit. It is proposed to appoint him as a Director liable to retire by rotation, effective from the date of passing of resolution by the members through Postal Ballot, pursuant to Section 110, and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder.

As per the provisions of Section 149(1) of the Companies Act, 2013 and the Rules made thereunder, the Company should have at least one woman director. In view of the above, the Board of Directors has proposed the appointment of

Ms. Rashna Khan as an Independent Director, not liable to retire by rotation, for a period of three years effective from the date of passing of the resolution by the members through Postal Ballot. The Company has received a notice in writing from a member along with the deposit of the requisite amount under Section 160 of the Companies Act, 2013, proposing the candidature of Ms. Rashna Khan for the Office of Director of the Company.

As per the Company''s Board Charter, an Independent Director shall hold Office for a maximum period of 9 years. Notwithstanding the above, an Independent Director will retire upon completing the age of 75 years.

In view of the above, Shri J. L. Bajaj, upon attaining the age of 75 years, has relinquished his Office as an Independent Director of the Company effective from August 13, 2014.

The Board of Directors place on record their sincere appreciation for the valuable contribution made by Shri Bajaj during his tenure of association as an Independent Director.

The proposed appointment of the Directors named above has been recommended by the Nomination and Remuneration Committee of the Board.

A brief resume of the Directors proposed to be appointed, the nature of their expertise in specifi c functional areas and names of the companies in which they hold directorships and / or memberships / 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 forming part of this Annual Report.

Dr. Vijay Kumar Chaturvedi, retires by rotation and being eligible offers himself for re-appointment.

A brief resume of Dr. Chaturvedi along with the information regarding the nature of expertise in specifi c functional areas and names of the companies in which he holds directorships and / or memberships / 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 forming part of this Annual Report.

Directors'' Responsibility Statement

Pursuant to the requirements 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 financial year ended March 31, 2014, 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, 2014 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 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, as approved by their respective Board of Directors, have been prepared in accordance with the Accounting Standard 21 (AS-21) on "Consolidated Financial Statements" and Accounting Standard 27 (AS-27) on "Financial Reporting of Interests in Joint Ventures", notifi ed 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. Chaturvedi & Shah, Chartered Accountants and M/s. Price Waterhouse, Chartered Accountants, Auditors of the Company, hold offi ce until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received consent letters from M/s. Chaturvedi & Shah, Chartered Accountants and M/s. Price Waterhouse, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013, and that they are not disqualifi ed from such appointment in terms of Section 141 read with section 139 of the Companies Act, 2013 and Rules made there under.

It is proposed to appoint M/s. Chaturvedi & Shah, Chartered Accountants and M/s. Price Waterhouse, Chartered Accountants as Statutory Auditors till the conclusion of the next Annual General Meeting at a remuneration to be determined by the Board.

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 Auditors

The 45 MW wind farm project at Vashpet in Maharashtra has become a part of Company''s business effective from May 16, 2014, pursuant to the Scheme of Amalgamation of Reliance Clean Power Private Limited into the Company as per sanction accorded by the Hon''ble High Court of Judicature at Bombay vide its order dated May 9, 2014, with the appointed date being April 1, 2012.

Considering the above, the Company has appointed M/s. V. J. Talati & Co., Cost Accountants, as the Cost Auditors of the Company for conducting the audit of the cost records of the Company for financial year 2014-15.

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.

The Company has received a certificate from the Auditors of the Company that the ESOS Plan 2010 has been implemented in accordance with the SEBI Guidelines and as per the resolution passed by the Members of the Company authorizing the issuance of ESOS.

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 the Annexure Â 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 this Annual Report.

A certificate from the Auditors of the Company M/s. Chaturvedi & Shah and M/s. Price Waterhouse, confi rming compliance with the conditions of Corporate Governance as stipulated under Clause 49, is enclosed elsewhere to this Report.

Business Responsibility Report

SEBI 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 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.reliancepower. co.ininvestor informationinvestor desk business responsibility report. 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, bankers, fi nancial 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

August 18, 2014 Chairman

Mar 31, 2013

Dear Shareowners,

The Directors present the 19th Annual Report and the audited accounts for the financial year ended March 31, 2013.

Financial Results

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

(Rs. in lakh)

Particulars Financial Year ended Financial Year ended March 31, 2013 March 31, 2012* (Consoli dated) (Standalone) (Consolidated) (Standalone)

Total Income 528,377 65,810* 276,678 53,185

Profit before tax 119,961 51,338 95,239 31,094

Less: Provision for taxation 18,815 (55) 8,561 8

Profit after tax 101,146 51,393 86,678 31,086

Add: Surplus in the statement of profit and loss from previous year 179,102 35,221 127,424 39,135

Less: Transfer to General Reserve 35,000 35,000 35,000 35,000

Balance at the end of the year 245,248 51,614 179,102 35,221

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

* Includes exceptional item

Financial Performance

During the year under review, the total Income of the Company was Rs. 65,810 lacs against Rs. 53,185 lakh in the previous year on a standalone basis. The Company has earned a Profit after tax of Rs. 51,393 lacs compared to Rs. 31,086 lacs in the previous year on a stand alone basis.

Dividend

Your Directors have not recommended any dividend on equity shares for the year under review,

Business Operations

The Company is in the business of setting up and operating power projects and in the development of coal mines either directly or through its Subsidiaries. The Company has a large portfolio of power projects and is also developing coal mines in India and Indonesia. Of the power projects which the Company is developing through its Subsidiaries, 2,200 MW are already operational while the other power projects are under various stages of development. The first 660 Mw unit of the 6X660 MW Ultra Mega Power Project (UMPP) being developed by its Subsidiary, Sasan Power Limited was commissioned towards the close of the financial year. The Sasan Project is the largest integrated power project in the world with its own captive coal mines to cater to the fuel requirements of the Plant. The first Unit (300MW) of the Power Plant at Butibori being developed by its Subsidiary, Vidarbha Industries Power Limited commenced commercial operations in April 2013.

The second unit of the Butibori Power Project (Capacity 300 MW) and the Wind Power Project at Vashpet, Maharashtra (Capacity 45 MW) are also expected to be commissioned during the current financial year which will make the operational capacity 2545 MW.

The year gone by was significant in that the Company could make significant additions to its capacity.

The portfolio of projects which the Company is developing is diversified with regard to location, fuel and off-take. The projects are spread across various states in India and its coal mines are also located in Indonesia. A major portion of the power generating capacity would be based on coal as the primary fuel. The others include gas based power projects, hydro-electric power projects and power projects based on renewable energy resources such as solar and wind.

Scheme of Amalgamation

Reliance Clean Energy Private Limited, a wholly owned subsidiary of the Company amalgamated into the Company with effect from April 20, 2013, in terms of the Scheme of Amalgamation sanctioned by the Hon''ble High Court of Judicature at Bombay vide order dated April 5, 2013. The appointed date was January 1, 2013.

Pursuant to Schemes of Amalgamation approved by the Jurisdictional High Court, Reliance Fuel Resources Limited and Maharashtra Energy Generation Infrastructure Limited which were earlier wholly owned Subsidiaries of the Company have been merged into Vidarbha Industries Power Limited (VIPL) and Dahanu Solar Power Private Limited (DSPPL) effective from April 18, 2013 and May 10, 2013, respectively with appointed date being January 1, 2013. Both VIPL and DSPPL continue to remain subsidiaries of the Company,

Management Discussion and Analysis

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, Reliance Green Power Private Limited, has become a step-down wholly owned subsidiary of the Company,

During the year, Reliance Clean Energy Private Limited (since merged into the Company effective from April 20, 201 3), has ceased to be subsidiary of the Company and Reliance Fuel Resources Limited and Maharashtra Energy Generation Infrastructure Limited, (since merged) have ceased to be direct subsidiaries of the Company.

In accordance with the general circular issued by the Ministry of Corporate Affairs (MCA), Government of India (GOI), the 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 the respective subsidiary companies.

Further, pursuant to the provisions of Accounting Standard AS- 21 prescribed under the Companies (Accounting Standards) Rules, 2006 and the 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 J. L. Bajaj, Independent Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting (AGM).

A brief resume of the Director retiring by rotation at the ensuing AGM, nature of 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.

Directors'' Responsibility Statement

Pursuant to the requirements 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 explanation 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 that period;

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, 1 956 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. Chaturvedi & Shah, Chartered Accountants and M/s. Price Waterhouse, Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letters from M/s. Chaturvedi & Shah, and M/s. Price Waterhouse, 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 from such appointment in terms of Section 226 of the Companies Act, 1 956.

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

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statements received from Subsidiaries, as approved by their respective Boards of Directors, have been prepared in accordance with Accounting Standard 21 (AS-21) on "Consolidated Financial Statements" and Accounting Standard 27 (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.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1 956 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, 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 Secretary at the Registered Office of the Company.

Employees Stock Option Scheme

As reported in earlier years, the ESOS Compensation Committee had approved to grant up to 200,00,000 Options exercisable into equal number of fully paid up Equity shares of the Company to eligible Employees of the Company and its subsidiaries in accordance with the Scheme. During the year under review, the Company has not granted any Options to the employees of the Company,

The Company has received a certificate from the Auditors of the Company that the ESOS Plan 2010 has been implemented in accordance with the SEBI Guidelines and as per the resolution passed by the Members of the Company authorizing the issuance of ESOS.

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, 1 956, 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 this Annual Report.

A Certificate from the Auditors of the Company M/s. Chaturvedi & Shah and M/s. Price Waterhouse, conforming compliance with the conditions of Corporate Governance as stipulated under Clause 49, is attached to this Report.

Business Responsibility Reporting

SEBI vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012, has mandated the top 1 00 listed entities, based on market capitalisation on Bombay Stock Exchange and National Stock Exchange 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.reliancepower.co.ininvestor informationshareholders. 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, 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 13, 2013 Chairman

Mar 31, 2012

The Directors present the 18th 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.in US $ Rs.in US $ lakh in lakh** lakh in lakh**

Total Income 53,185 1,040 47,153 1,056

Profit before tax 31,094 608 25,364 568

Less: Provision for taxation 8 - (2,091) (47)

Profit after tax 31,086 607 27,455 615

Balance of Profit brought forward from previous period 39,135 765 61,680 1,381

Transfer to General Reserve 35,000 684 50,000 1,120

Balance carried to Balance Sheet 35,221 688 39,135 876

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

** Rs. 51.16 = US $ 1 Exchange rate as on March 31, 2012 (Rs. 44.65 = US $ 1 as on March 31, 2011)

Financial Performance

During the year under review, the total Income of the Company was Rs. 53,185 lakh against Rs. 47,153 lakh in the previous year on a standalone basis. The Company has earned a Profit after tax of Rs. 31,086 lakh compared to Rs. 27,455 lakh in the previous year on a stand alone basis.

Dividend

Your Directors have not recommended any dividend on equity shares for the year under review.

Business Operations

The Company is in the business of setting up and operating power projects and in the development of coal mines. The Company has a large portfolio of power projects and is also developing coal mines in India and Indonesia. Of the power projects which the Company is developing through its Subsidiaries, 1,540 MW are already operational while the other power projects are under various stages of development.

The portfolio of projects which the Company is developing is diversified with regard to location, fuel and off-take. The projects are spread across various states in India and its coal mines are also located in Indonesia. A major portion of the power generating capacity would be based on coal as the primary fuel. The others include gas based power projects, hydro-electric power projects and power projects based on renewable energy resources such as solar and wind.

Redemption of FCCBs

The liabilities in respect of the 4.928 per cent Foreign Currency Convertible Bonds (FCCBs) amounting to US $ 299.9 million (Rs. 1,474.93 crore) which had devolved on RPower consequent on the approval of the Composite Scheme of Arrangement involving, inter alia, Reliance Natural Resources Limited and Reliance Power Limited and others, has been redeemed in full on their due date of maturity during the year 2011-12.

The Company has no outstanding FCCBs as on March 31, 2012.

Scheme of Arrangement

Sasan Power Infrastructure Limited, a wholly owned subsidiary of the Company amalgamated into the Company with effect from February 23, 2012, in terms of the Scheme of Amalgamation sanctioned by the Hon'ble High Court of Judicature at Bombay vide order dated December 23, 201 1. The appointed date was September 1, 2011.

Management Discussion and Analysis

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

During the year, Shangling Hydro Power Private Limited, Sumte Kothang Hydro Power Private Limited, Teling Hydro Power Private Limited, Lara Sumta Hydro Power Private Limited, Purthi Hydro Power Private Limited and Reliance Clean Energy Private Limited, have become wholly owned subsidiaries of the Company.

During the year, Reliance Biomass Power Private Limited, Reliance Tidal Power Private Limited, Reliance Geothermal Power Private Limited, Reliance Green Power Private Limited, Reliance Renewable Power Private Limited, Solar Generation Company (Rajasthan) Private Limited and Sasan Power Infrastructure Limited (since merged), have ceased to be subsidiaries 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 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, Dr. Yogendra Narain, Independent 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 the Director retiring by rotation at the ensuing AGM, nature of 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.

Shri S. L. Rao was appointed as an Independent Director of the Company on September 30, 2007 as a representative of Reliance Infrastructure Limited (RInfra) which is a Promoter Company with a significant equity holding in the Company.

Shri Rao had completed on April 20, 2012, three consecutive terms of office of three years each as an Independent Director in RInfra. In line with the Group's Corporate Governance Policy and in accordance with the recommendatory provisions of clause 49 in the Listing Agreement relating to corporate governance, Shri Rao has relinquished office as a Director in RInfra effective from April 20, 2012.

In consequence of the above, Shri Rao has also relinquished his office as a Director in the Company effective from April 20, 2012.

The Board of Directors have placed on record their sincere appreciation for the valuable contribution made by Shri Rao during his tenure of association with the Company.

Directors' Responsibility Statement

Pursuant to the requirements 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 financial year ended March 31, 2012, the applicable Accounting Standards had been followed along with proper explanation 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 that period;

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 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, as approved by their respective Board of Directors, have been prepared in accordance with the Accounting Standard 21 (AS-21) on "Consolidated Financial Statements" and Accounting Standard 27 (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. Chaturvedi & Shah, Chartered Accountants and M/s. Price Waterhouse, Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letters from M/s. Chaturvedi & Shah, Chartered Accountants and M/s. Price Waterhouse, 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 from such appointment in terms 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.

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.

Employees Stock Option Scheme

As reported last year, the ESOS Compensation Committee had approved to grant up to 200,00,000 Options exercisable into equal number of fully paid up Equity shares of the Company to eligible Employees of the Company and its subsidiaries in accordance with the Scheme. During the year under review, the Company has not granted any Options to the employees of the Company.

The particulars as required under clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are as follows :

Sr. Particulars ESOS Plan 2010

a. Total options granted 85,00,000

b. Pricing formula decided by ESOS Compensation Committee The exercise price is as per the Plan under the ESOS Scheme

c. Options vested 85,00,000

d. Options exercised Nil

e. Total number of equity shares arising as a result of exercise of Options Nil

f. Options lapsed during the year Nil

g. Variation of terms of Options Nil

h. Money realized by exercise of options during the year Nil

i. Total number of Options in force at the end of the year 85,00,000

j. Employee wise details of Options granted to :

i. Senior Managerial personnel (i.e. Managing Director / Whole-time Nil Director/Manager)

ii. Employee who receives grant in any one year of option amounting Nil to 5 % or more of option granted during the year

iii. Identified Employees who were granted options, during any one Nil year equal to or exceeding 1 % of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

k. Diluted Earning Per Share (EPS) pursuant to issue of shares on exercise N.A. of Options calculated in accordance with Accounting Standard (AS) 20 There would not be any fresh issue of equity shares of the Company upon exercise of Options by employees

l. The difference between employee compensation cost using intrinsic value method and fair value of the Options and impact of this difference on

Profit Rs. 434 lakhs

EPS of the Company (Rs. 0.02)

m. Weighted average exercise prices of Options granted during the year - where exercise price is less than market price

n. Significant assumptions made in computation of fair value

i. risk free interest rate 7.74%

ii. weighted average period of option 7.25 Years

iii. expected volatility 41.88%

iv. expected dividends (yield), and -

v. the price of the underlying share in the market at the time of grant Rs. 140.20

The Company has received a certificate from the Auditors of the Company that the ESOS Plan 2010 has been implemented in accordance with the Guidelines and as per the resolution passed by the Members of the Company authorizing the issuance of ESOS.

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 the 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 this Annual Report.

A Certificate from the Auditors of the Company M/s. Chaturvedi & Shah and M/s. Price Waterhouse, conforming compliance with the conditions of Corporate Governance as stipulated under Clause 49, is attached to this Report.

Acknowledgements

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

July 3, 2012 Chairman

Mar 31, 2011

Dear Shareowners

The Directors present the 17th 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. in million US $ in Rs. in million US $ in million** million**

Total Income 4715.29 105.60 3880.73 85.97

Profit before tax 2536.67 56.81 2,889.38 64.01

Less: Provision for taxation (208.79) (4.68) 157.05 3.48

Profit after tax 2745.46 61.49 2,732.33 60.53

Balance of Profit brought forward from previous period 6168.22 138.14 3,435.89 76.12

Transfer to General Reserve 5,000.00 111.98 - -

Balance carried to Balance Sheet 3913.68 87.65 6,168.22 136.65

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

** Rs. 44.65 = US $ 1 Exchange rate as on March 31, 2011 (Rs. 45.1 4 = US $ 1 as on March 31,201 0)

Financial Performance

During the year under review, your Company has earned an operational income of Rs. 36.38 crore against Rs. 8.55 crore in the previous financial year. Total Income of the Company was Rs. 471.53 crore against Rs. 388.07 crore in the previous year on a standalone basis. The Company has earned Profit after tax of Rs. 274.54 crore compared to Rs. 273.23 crore in the previous year on a stand alone basis. Business Operations

The Company is in the business of setting up and operating power projects and in the development of coal mines associated with such projects. The Company has identified a large portfolio of power projects of more than 35,000 MW and is also developing coal mines with a potential to produce over 95 million tonnes of coal per annum (MTPA). Of the power projects which the Company is developing 600 MW are already operational while the balance capacities are under various stages of development. The portfolio of projects which the Company is developing is dive ified with regard to location, fuel and off-take. The projects are spread across various states in India and its coal mines are also located in Indonesia. A major portion of the power generating capacity would be based on coal as the primary fuel. The others include gas based power projects, hydro-electric power projects and power projects based on renewable energy resources such as solar and wind.

Dividend

Your Directors have not recommended any dividend on equity shares for the year under review.

Management Discussion and Analysis

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 power business. While benefits from such contracts will accrue in the future years, their progress is periodically reviewed

Subsidiary Companies

During the year under review, Reliance CleanGen Limited (Formerly Reliance Patalganga Power Limited), Bharuch Power Limited, Rajasthan Sun Technique Energy Private Limited (Formerly Ballerina Advisory Services Private Limited), Atos Trading Private Limited, Atos Mercantile Private Limited, Reliance Prima Limited, Reliance Futura Limited (since merged) Reliance Power Netherlands BV, Samalkot Power Limited, PT Heramba Coal Resources, Indonesia, PT Avaneesh Coal Resources, Indonesia, Solar Generation Company (Rajasthan) Private Limited

Dahanu Solar Power Private Limited, Sasan Power Infrastructure Limited, Sasan Power Infraventures Private Limited (since merged), Reliance Fuel Resources Limited, Reliance Natural Resources (Singapore) Pte Limited, Reliance Natural Resources Limited, Reliance Renewable Power Private Limited, Reliance Biomass Power Private Limited, Reliance Solar Resources Power Private Limited, Reliance Clean Power Private Limited, Reliance Tidal Power Private Limited, Reliance Geothermal Power Private Limited, Reliance Wind Power Private Limited, Reliance Green Power Private Limited, PT Sumukha Coal Services, Indonesia, PT Brayan Bintang Tiga Energi, Indonesia, PT Sriwijaya Bintang Tiga Energi, Indonesia, became the subsidiaries of the Company. In terms of the approval granted by the Central Government under Section 21 2 (8) of the Companies Act, 1 956, copies of the Balance Sheet, Profit and Loss Account, Cash flow Statement, 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 is disclosed under 'Financial Information of Subsidiary Companies', which forms 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 kept for inspection by any 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 the Annual Report.

Scheme of Arrangement

A. Composite Scheme of Arrangement between Reliance Natural Resources Limited and Reliance Power Limited and others

i. In terms of the Composite Scheme of Arrangement between Reliance Natural Resources Limited ('RNRL') and Reliance Power Limited ('RPower') and Atos Trading Private Limited ('ATPL') and Atos Mercantile Private Limited ('AMPL') and Coastal Andhra Power Infrastructure Limited ('CAPIL') and Reliance Prima Limited ('RPL') and Reliance Futura Limited ('RFL') and their respective Shareholders and Creditors ("Scheme" or "the Scheme"), as sanctioned by the Hon'ble High Court of Judicature at Bombay vide Order dated October 15, 2010, the business undertakings of RNRL consisting of four Exploration Blocks situated at Barmer in Rajasthan, Kothagudem in Andhra Pradesh, Sohagpur in Madhya Pradesh and in Mizoram were demerged and vested into your Company. The appointed date of the Scheme was October 15, 2010.

As per the above Scheme, Reliance Futura Limited was amalgamated into the Company

Pursuant to the above Scheme, the Company has issued and allotted a total of 40,82,82,606 equity shares in the ratio of 1 (One) equity share of Rs. 1 0 each fully paid up of the Company for every 4 (Four) equity shares of Rs. 5 each fully paid up, held by the shareholders in RNRL. All the outstanding equity shares, including those underlying the GDRs, issued earlier by RNRL, the liabilities in respect of which have devolved upon your Company have been listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited effective from November 15, 2010.

ii. Global Depository Receipts (GDRs)

Pursuant to the Composite Scheme of Arrangement between Reliance Natural Resources Limited (RNRL) and Reliance Power Limited (RPower) and Others ('the Scheme'), the liabilities in respect of the Global Depository Receipts (GDRs) issued by RNRL have vested into RPower with effect from October 1 5, 201 0, Pursuant to the Scheme and as described in the notice to the holders of Global Depository Receipts of RNRL, eligible RNRL GDR Holders as of November 11, 2010 (the "Record Date") were entitled to elect through the procedures established by the relevant clearing system number and subject to the provision of the representations, warranties and certifications contained in the certification and instruction form delivered pursuant to the Deposit Agreement to receive either:

- one GDR for every two RNRL GDRs surrendered to the Depository for exchange; or

- one Equity Share of Rs. 1 0 each for every two RNRL GDRs surrendered to the Depository for exchange

As of the Record Date, RNRL had outstanding 1,21 7,270 GDRs representing 24,34,540 equity shares of RNRL, On February 15, 2011, the Depository issued 1,30,288 GDRs pursuant to elections made by RNRL GDR Holders as set out above. The subject GDRs have been listed on Luxembourg Stock Exchange effective from May 1 7, 2011

iii. Foreign Currency Convertible Bonds (FCCBs)

Pursuant to the Composite Scheme of Arrangement between Reliance Natural Resources Limited (RNRL) and Reliance Power Limited (RPower) and Others ('the Scheme'), the liabilities in respect of 4.928% Foreign Currency Convertible Bonds (FCCBs) of US $ 1 00,000 each aggregating to US $ 300 million (Rs. 1,350 crore) raised by RNRL have devolved upon RPower effective from October 15, 2010. The FCCBs have a maturity period of 5 years and 1 day and are not listed. The FCCBs are convertible any time after November 27, 2006 up to October 1 0, 2011 The FCCBs, if fully converted into equity shares of RNRL, would have resulted into 52,63,26,923 equity shares of Rs. 5 each of RNRL. As per exchange ratio in the sanctioned Scheme, 1 3,1 5,81,731 equity shares of RPower are to be issued upon full conversion against 52,63,26,923 equity shares of Rs. 5 each of RNRL.

Out of the above, holder of 1 (one) FCCB of US $ 1 00,000 has exercised its option to convert the same into Equity Shares. In consequence of the above, 43,860 equity shares were allotted by RPower and the same have been listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited effective from April 20 2011.

B. Scheme of Amalgamation of Sasan Power Infraventures Private Limited into Reliance Power Limited

Sasan Power Infraventures Private Limited, a wholly owned subsidiary of the Company amalgamated into the Company with effect from May 25, 2011, in terms of the Scheme of Amalgamation sanctioned by the Hon'ble High Court of Judicature at Bombay vide Order dated April 29, 2011. The appointed date was January 1, 2011.

Fixed Deposits

The Company has neither accepted nor renewed any fixed deposits during the year.

Employee Stock Option Scheme

As reported last year, the ESOS Compensation Committee had approved to grant up to 200,00,000 Options exercisable into equal number of fully paid up Equity shares of the Company to eligible Employees of the Company and its subsidiaries in accordance with the Scheme.

The particulars as required under clause 1 2 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1 999, are as follows :

Sr. Particulars ESOS Plan 2010

a. Total options granted 85,00,000

b. Pricing formula decided by ESOS Compensation Committee The exercise price is as per the Plan under the ESOS Scheme

c. Options vested -

d. Options exercised -

e. Total number of equity shares arising as a result of exercise of Options -

f. Options lapsed during the year -

g. Variation of terms of Options -

h. Money realized by exercise of options during the year -

i. Total number of Options in force at the end of the year 85,00,000

j. Employee wise details of Options granted to : -

i. Senior Managerial personnel (i.e. Managing - Director / Whole-time Director/Manager)

ii. Employee who receives grant in any one year - of option amounting to 5 % or more of option granted during the year

iii. Identified Employees who were granted - options, during any one year equal to or exceeding 1 % of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

k. Diluted Earning Per Share (EPS) pursuant to issue of shares on exercise of N.A. Options calculated in accordance with Accounting Standard (AS) 20 There wou[d not be any fresh issue of equity shares of the Company upon exercise of Options by employees

I. The difference between employee compensation cost using intrinsic value method and fair value of the Options and impact of this difference on Profit Rs. 385,1 25,91 8

EPS of the Company (Rs. 0.15)

m. Weighted average exercise prices of Options - granted during the year where exercise price is less than market price

n. Significant assumptions made in computation of fair value

i. risk free interest rate 7.74%

ii. weighted average period of option 7.25 Years

iii. expected volatility 41.88%

iv expected dividends (yield), and -

v. the price of the underlying share in the market at the time of grant Rs. 1 40.20

The Company has received a certificate from the Auditors of the Company that the ESOS Plan 201 0 has been implemented in accordance with the Guidelines and as per the resolution passed by the members of the Company authorizing issuance of ESOS

Directors

In terms of the provisions of the Companies Act, 1 956, Shri S L Rao and Dr V K Chaturvedi, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

A brief resume of the Directors retiring by rotation at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and names of companies in which they hold directorship and/or membership/chairmanships 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 this Annual Report.

Shri K H Mankad, Whole-time Director relinquished his position effective from March 14, 2011 due to health reasons.

The Board would place on record its sincere appreciation of the contribution made by Shri Mankad during the tenure of his association with the Company.

Directors' Responsibility Statement

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1 956 with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts for financial year ended March 31, 2011, the applicable Accounting Standards had been followed along with proper explanation 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, 2011 and of the profit of the Company for the year under review;

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 financial 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 defined under the Monopolies and Restrictive Trade Practices ('MRTP') 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, as approved by their respective board of directors, have been prepared in accordance with the Accounting Standard 21 (AS-21) on "Consolidated Financial Statements" and Accounting Standard 27 (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. Chaturvedi & Shah, Chartered Accountants and M/s. Price Waterhouse, Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letters from M/s. Chaturvedi & Shah Chartered Accountants and M/s. Price Waterhouse, 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, 1 956, and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1 956.

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

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, 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, 1 956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1 988, are given in the 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. Chaturved & Shah, Chartered Accountants and M/s. Price Waterhouse Chartered Accountants, conforming compliance with conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

Acknowledgements

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, 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 Sixteenth 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 in million US $ in million** Rs in million US $ in million**

Total Income 3,880.73 85.97 3,347.16 65.99

Profitbefore tax 2,889.38 64.01 2,564.74 50.57

Less: Provision for taxation Current tax 156.80 3.47 71.00 1.40

Fringe Benefit tax - - 4.60 0.09

Wealth Tax 0.25 0.01 0.10 -

Profitafter tax 2,732.33 60.53 2,489.04 49.07

Balance of Profit brought forward 3,435.88 76.12 946.84 18.67 from previous period

Balance carried to Balance Sheet 6,168.21 136.65 3,435.88 67.74

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

** Rs 45.14 = 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 3,880.73 million, against Rs 3,347.16 million in the previous year. The Company earned Profitafter tax of Rs 2,732.33 million as compared to Rs 2,489.04 million in the previous year. Shareholders equity (Net worth) increased to Rs 1,40,660.43 million from Rs 1,37,928.10 million in the previous year.

Business Operations

The Company is engaged in the development, construction and operation of power generation projects with a combined planned outlay of about 35,000 MW, the largest portfolio of private power generation assets under development in India.

The Company is currently developing 16 large and medium sized power projects which are planned to be diverse in geographic location, fuel type, fuel source and off-take, and each project is strategically located near an available fuel supply or load center. The identifed project sites are located across all regions of India with the majority of the capacity in North and Western India. They include coal- fred projects to be fueled by reserves from captive mines and supplies from India and abroad, gas-fred projects to be fueled primarily by reserves from the Krishna Godavari Basin, and hydroelectric projects in Arunachal Pradesh and Uttarakhand. The Company has bagged three Ultra Mega Power Projects (UMPPs) (Sasan, Krishnapatnam and Tilaiya) out of the four UMPPs awarded by the Government of India till date.

The fuel supply for all the projects has been tied up. Coal linkages have been allocated for domestic coal based projects. The Company has domestic coal reserves of over 2 billion tonnes, the highest held by any private sector company in India. The Company is expected to become the largest private sector coal mining company in India once the captive coal mines become operational. The Company has also acquired coal mines in Indonesia for its imported coal based projects.

The Company plans to sell the bulk of the power generated through long term Power Purchase Agreements (PPAs) with distribution companies through competitive bidding process. The Company has also entered into long term contracts with industrial consumers to supply power.

The Company strongly believes in clean and green power and the projects will be using technologies with minimum environmental impact, resulting in higher carbon credits.

Dividend

Your Directors have not recommended any dividend on equity shares for the year under review.

Management Discussion and Analysis

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 power business. While Benefits from such contracts will accrue in the future years, their progress is periodically reviewed.

Subsidiary Companies

During the year under review, Amulin Hydro Power Private Limited, Emini Hydro Power Private Limited, Mihundon Hydro Power Private Limited and Jharkhand Integrated Power Limited became the subsidiaries of the Company.

In terms of the approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of the balance sheet, Profitand loss Account, Report of the board of directors and auditors of the subsidiaries have not been attached with 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 has been furnished under ÃFinancial 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.

Employee Stock Option Scheme

During the year under review, the Company has not granted any options under the Employee Stock Option Scheme (ESOS / Scheme). However, pursuant to the approval accorded by the Shareholders on September 30, 2007 under Section 81(1A) of the Companies Act, 1956, the Company has administered and implemented ESOS in terms of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (Guidelines). On May 8, 2010, the ESOS Compensation Committee had approved to grant up to 2,00,00,000 Options exercisable into equal number of fully paid-up equity shares of the Company to eligible employees of the Company, and its subsidiaries in accordance with the Scheme. None of the employees have been granted Options in excess of 1% of the issued equity share capital of the Company.

The Company has received a certifcate from the auditors of the Company that the ESOS has been implemented in accordance with the Guidelines and as per the resolution passed by the members of the Company authorising issuance of ESOS.

Fixed Deposits

The Company has not accepted any fxed deposits during the year under review.

Directors

In terms of the provisions of the Companies Act, 1956, Shri K H Mankad and Dr Yogendra Narain, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

A brief resume of these 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 directorship and/or membership/ chairmanships 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 financial year ended March 31, 2010, the applicable Accounting Standards have been followed along with proper explanation 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 Profitof 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 financial year ended March 31, 2010 on a Ãgoing concern basis.

Group

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising Ãgroup as defined under the Monopolies and Restrictive Trade Practices (ÃMRTP) 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 subsidiary companies, as approved by their respective board of directors, have been prepared in accordance with the Accounting Standard (AS-21) on "Consolidated Financial Statement" notifed 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. Chaturvedi & Shah, Chartered Accountants and M/s. Price Waterhouse, Chartered Accountants, Auditors of the Company, hold Office until the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

The Company has received letters from M/s. Chaturvedi & Shah, Chartered Accountants and M/s. Price Waterhouse, 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 disqualifed for such appointment within the meaning of Section 226 of the Companies Act, 1956.

The observations and comments given by Auditors in this 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.

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 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 (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are given in the 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, 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 Certifcate from the Auditors of the Company M/s. Chaturvedi & Shah, Chartered Accountants and M/s. Price Waterhouse, Chartered Accountants, conforming compliance with conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

Acknowledgements

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, 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 15, 2010 Chairman

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