Dear Shareowners,
 
 The Directors present the 7th 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 crore      US$ in
                                million**     Rs. in crore       US$ in 
                                                            million**
 
 Total income        12,614.02    2,828.57     12,511.72     2,771.76
 
 Gross profit before 
 depreciation,          728.03      163.25      2,149.06       476.09
 
 amortisation and 
 exceptional items 
 Less:
 
 a.  Depreciation 
 and amortisation     1,594.27      357.50      1,511.24       334.79
 
 b.  Exceptional items 
 and other adjustments   (6.73)      (1.51)        18.35         4.07
 
 profit/ (Loss)
 before tax            (859.51)    (192.74)       619.47       137.23 
 
 Less: 
 
 Provision for:
 
 Current tax           (101.52)     (22.76)       140.54        31.13
 
 profit/ (Loss) 
 after tax             (757.99)    (169.98)       478.93       106.10
 
 Add : Balance brought 
 forward from
 previous year          662.14      148.48        502.75       111.37
 
 profit available for 
 appropriation          (95.85)     (21.50)       981.68       217.47
 
 Appropriations:
 
 Proposed Dividend on 
 equity shares          103.20      23.14         175.44        38.87
 
 Dividend Tax            17.14       3.84          29.14         6.46
 
 Transfer (from) /to 
 General Reserve       (216.19)    (48.48)         40.00         8.86
 
 Transfer to Debenture 
 Redemption Reserve          -          -          74.96        16.61
 
 Balance carried to 
 Balance Sheet               -          -         662.14       146.67
 
 * Figures of previous year have been regrouped and reclassified,
 wherever required.
 
 ** Exchange Rate Rs. 44.595 = US$ 1 as on March 31, 2011 (Rs. 45.14= US
 as on March 31, 2010).
 
 Financial Performance
 
 During the year under review, your Company has earned income of Rs.
 12,614.02 crore against k 12,511.72 crore in the previous year. The
 Company has incurred loss ofRs. 757.99 crore compared to profit after tax
 of Rs. 478.93 crore in the previous year.
 
 Dividend
 
 Your Directors have recommended a dividend of Re. 0.50, (10 per cent)
 per equity share each of Rs. 5 for the financial year ended March 31, 2011
 out of the accumulated profits of the Company, which, if approved at the
 ensuing 7th Annual General Meeting, will be paid to (i) all those
 equity shareholders whose names appear in the Register of Members as on
 September 18, 2011, and (ii) to those whose names appear as beneficial
 owners as on September 18, 2011 as furnished by the National Securities
 Depository Limited and Central Depository Services (India) Limited for
 the purpose. Such declaration of dividend is made in compliance with
 the Companies (Declaration of Dividend out of Reserves) Rules, 1975.
 Due to absence of profits during the year under review, your Directors
 are not proposing to transfer any amount to General Reserves.
 
 Business Operations
 
 The Company operates on a pan-India basis and offers the full value
 chain of wireless (CDMA and GSM including 3G services), wireline,
 national long distance, international, voice, data, video,
 Direct-To-Home (DTH) and internet based communications services under
 various business units organised into three strategic customer-facing
 business segments; Wireless, Global and Broadband. These strategic
 business units are supported by passive infrastructure connected to
 nationwide backbone of Optic Fibre Network fully integrated network
 operation system and by the largest retail distribution and customer
 services facilities. The Company also owns through its subsidiaries, a
 global submarine cable network infrastructure and offers managed
 services, managed Ethernet and application delivery services.  During
 the year under review, the Company along with its wholly owned
 subsidiary i.e; Reliance Telecom Limited (RTL) have been awarded 3G
 spectrum in 13 out of 22 telecom circles, at a price of Rs.  85,850
 million. The Company is one among the only 3 operators who won in 13
 circles, the highest circle coverage for any existing player. The
 Company won in all the 3 metros namely Mumbai, Delhi and Kolkata and
 also in all those circles in which the Company has GSM incumbents.
 
 On December 13, 2010, the Company became the first operator to offer 3G
 services to customers in top 3 metro circles namely Mumbai, Delhi and
 Kolkata. The Company rolled-out 3G services, on trial basis, in a
 record time of 100 days of receiving 3G spectrum in the above said
 metros, once again demonstrating all round execution and innovation
 capabilities. The Company is in discussion with like-minded operators
 to offer nation-wide 3G services to the subscribers.
 
 During the year under review, the Company had crossed the landmark of
 136 million wireless customers as on March 31, 2011. The Company ranks
 among top two wireless operators in the country.
 
 Redemption of US$ 500 Million Zero Coupon Foreign Currency Convertible
 Bonds (FCCBs)
 
 On May 10, 2011, the Company had redeemed all outstanding FCCBs as per
 terms and conditions of US$ 500 million Zero Coupon Convertible Bonds
 on due date. In view of redemption of said Bonds, the Company would not
 be required to allot 2,74,13,085 equity shares of Rs. 5 each arising out
 of conversion of the said FCCB''s.
 
 Facility Agreement with China Development Bank
 
 During the year under review, the Company has signed facility agreement
 with China Development Bank (CDB) on March 9, 2011 which includes Rs.
 6,000 crore (US$ 1.33 Billion) for refinancing 3G spectrum fee payment
 by the Company and Rs. 2,700 crore (US$ 600 Million) for equipment
 imports from Chinese Vendors by the Company and Reliance Telecom
 Limited.  Till March 31, 2011, Company drawn down first tranche of Rs.
 3,000 crore (US$ 665 Million) and remaining amount was drawdown during
 the financial year 2011-12.
 
 Schemes of Arrangement
 
 (a) Scheme of Arrangement with Global Innovative Solutions Private
 Limited
 
 Global Innovative Solutions Private Limited, a wholly owned subsidiary
 of the Company amalgamated with the Company w.e.f. 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 April 1, 2010.
 
 (b) Re-organization of Subsidiaries
 
 The Hon''ble High Court of Judicature at Bombay sanctioned the following
 Schemes of Arrangement vide order dated May 6, 2011.  
 
 i.  Reliance Communications Maharashtra Private Limited, a wholly owned
 subsidiary of Reliance Telecom Limited (RTL) merged with RTL. The
 appointed date was April 1, 2010.
 
 ii.  Matrix Innovations Limited, a wholly owned subsidiary of Reliance
 Communications Infrastructure Limited (RCIL) merged with RCIL. The
 appointed date was April 1, 2010.
 
 iii.  Reliance Global IDC Limited, a wholly owned subsidiary of
 Reliance Infratel Limited (RITL) merged with RITL.
 
 The appointed date was January 1, 2011.  The above Schemes were made
 effective on May 25, 2011.
 
 (c) On June 20, 2010, the Board of Directors of the Company approved a
 proposal to acquire Digicable, India''s largest Cable TV service
 provider to be renamed as Reliance Digicom. Subject to necessary
 regulatory approvals.  Integration of the Company''s DTH, IPTV, retail
 broadband businesses along with Digicable acquisition will make the
 Company India''s / Asia''s largest and the world''s 5th largest digital TV
 and ultra high-speed broadband service provider. The Company is
 awaiting regulatory approvals for completing this transaction.
 
 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 telecom and value added service businesses. While benefits
 from such contracts will accrue in the future years, their progress is
 periodically reviewed.
 
 Subsidiary Companies
 
 During the year, Reliance Mobile Commerce Limited became the wholly
 owned subsidiary of the Company. Reliance Communications Maharashtra
 Private Limited became the wholly owned subsidiary of the Company
 through Reliance Telecom Limited (RTL) during the year and merged into
 RTL, w.e.f. May 25, 2011.
 
 During the year under review, Flag Pacific Limited, Flagweb Limited,
 Flag Telecom Belgium Network SA, Vanco ApS, Vanco Hongkong Solutions
 Limited, Vanco Net Direct Limited UK, RCOM Malaysia SDN. BHD, Yipes
 Systems Inc and Flag Access India Private Limited ceased to be
 subsidiaries of the Company.  As per approval granted by the Ministry
 of Corporate Affairs vide Circular No.02/2011 dated February 8, 2011,
 copies of the Balance Sheet, profit and Loss Account, Report of the
 Board of Directors and Auditors of the subsidiary companies are not
 being attached to the Balance Sheet of the Company. The financial
 information of the subsidiary companies as required by the above
 circular is disclosed under ''Financial Information of Subsidiary
 Companies'', which forms part of the Annual Report.
 
 The Company will make available hard copies of Annual Accounts of the
 subsidiary companies and related detailed information to the
 shareholders of the Company seeking the same.
 
 The annual accounts of the subsidiary companies will also be kept for
 inspection by any shareholders at the Registered office of the Company
 and that of respective subsidiary companies.
 
 Further, pursuant to Accounting Standard (AS) -21 prescribed under the
 Companies (Accounting Standards) Rules, 2006 and Listing Agreement as
 prescribed by the Securities and Exchange Board of India, Consolidated
 Financial Statements presented by the Company include financial
 information of subsidiary companies, which forms part of the Annual
 Report.
 
 Directors
 
 In terms of the provisions of the Companies Act, 1956, Prof. J.
 Ramachandran, 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
 Annual General Meeting, nature of expertise in specific functional areas
 and names of companies in which he holds directorship and/or
 membership/chairmanships of Committees of the Board, 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 the Annual Report.
 
 Directors'' Responsibility Statement
 
 Pursuant to the requirements under Section 217(2AA) of the Companies
 Act, 1956 with respect to 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
 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, 2011 and of the loss 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 Act, 1969 are disclosed in
 the Annual Report for the purpose of the SEBI (Substantial Acquisition
 of Shares and Takeovers) Regulations, 1997.
 
 Consolidated Financial Statements
 
 The Audited Consolidated Financial Statements, based on the financial
 statements received from subsidiaries, joint venture and associates, as
 approved by their respective Board of Directors have been prepared in
 accordance with Accounting Standard (AS) - 21 on ''Consolidated
 Financial Statements'' read with Accounting Standard (AS) - 23 on
 ''Accounting for Investments in Associates'' and Accounting Standard (AS)
 – 27 on ''Financial Reporting of Interests in Joint Venture'', 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. B S R & Co.,
 Chartered Accountants, the 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. B S R & Co., Chartered
 Accountants, to the effect that their appointment, if made, would be
 within the prescribed limits under Section 224(1B) of the Companies
 Act, 1956, and that they are not disQualified for such appointment
 within the meaning of Section 226 of the Companies Act, 1956.
 
 The observations and comments given by Auditors in their report read
 together with notes to Accounts are self explanatory and hence do not
 call for any further comments under Section 217 of the Companies Act,
 1956.
 
 Cost Auditors
 
 Ministry of Corporate Affairs vide its circular dated May 02, 2011 has
 made it mandatory to audit Cost records of telecommunications companies
 from financial year commencing from April 1, 2011 by Cost Auditor.
 Accordingly, the Board of Directors at their meeting held on May 30,
 2011, had appointed M/s. V. J. Talati & Co., Cost Accountants as the
 Cost Auditor of the Company for the financial year 2011-12. The Company
 has received a letter from M/s. V. J. Talati & Co., Cost Accountants,
 to the effect that their appointment is within the prescribed limits
 under Section 224(1B) 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 and
 the Companies (Particular of Employees) Amendment Rules, 2011, the
 names and other particulars of employees are set out in the Annexure to
 the Directors'' Report.  However, having regard to the provisions of
 Section 219(1)(b) (iv) of the Companies Act, 1956, the Annual Report
 excluding the aforesaid information is being sent to all the members of
 the Company and others entitled thereto. Any member interested in
 obtaining such particulars may write to the Company Secretary at the
 Registered office of the Company.
 
 Employee 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)
 was approved and implemented by the Company and Options were granted to
 employees under ESOS Plan 2008 and Plan 2009 in accordance with the
 Securities and Exchange Board of India (Employee Stock Option Scheme
 and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI
 Guidelines'').
 
 The particulars as required under Clause 12 of SEBI (Employee Stock
 Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are
 as follows:
 
 Particulars     ESOS Plan 2008           ESOS Plan 2009
 
 a) Total 
 Options granted 1,49,91,185 Options      1,32,17,975 Options
 
 b) No of 
 Options 
 surrendered     1,32,17,975 Option       Nil
 
 c) Pricing 
 formula decided 
 by ESOS 
 Compensation    Market Price or such
                 other price              Average of the weekly high 
                                          and low of the 
 Committee       as Board / Committee may closing price of the equity
                                          share of the
                 determine. Different 
                 Exercise price           Company at National Stock
                                          Exchange of
                 may apply to different
                 Plan(s).                 India Limited during two weeks
                                          preceding
                                          the date of Grant i.e. January
                                          16, 2009.
 
 d) Options 
 vested          11,22,211 Options        93,23,215 Options
 
 e) Options 
 exercised       Nil                      Nil
 
 f) Total number 
 of equity shares 
 arising as a 
 result          Subject to Option(s) 
                 exercised by             Subject to Option(s) exercised
                                          by the 
 of exercise of 
 Options         the employees, not 
                 exceeding                employees, not exceeding
                 11,22,211 Equity Shares. 93,23,215 Equity Shares.
 
 g) Options 
 lapsed/forfeited 
 during the year  2,46,958 Options        29,88,962 Options
 
 h) Variation of 
 terms of Options None                    None
 
 i) Money 
 realised by 
 exercise of 
 Options during 
 the year         Nil                     Nil
 
 j) Total number 
 of Options in 
 force at the 
 end of           8,75,253 Options        63,34,253 Options 
 the year
 
 k) Employee wise 
 details of 
 Options granted 
 to:
 i.  Senior 
 managerial 
 personnel (i.e. 
 Managing         Nil                     Shri Hasit Shukla,President,
 Director/Whole-
 time Director/
 Manager)                                 Company Secretary and Manager
 
 ii. Employee who 
 receives grant 
 in any one year                          1,00,000 Options.
 of option 
 amounting to 5
 per cent 
 or more          Nil                     Nil
 of option 
 granted during 
 the year
 
 iii. Identifed 
 employees who 
 were granted     Nil                     Nil
 options, during 
 any one year 
 equal to or
 exceeding 1 
 per cent of the 
 issued capital
 (excluding 
 outstanding 
 warrants and
 conversions) of
 the company at
 the time of
 grant
 
 l) Diluted 
 Earnings Per 
 Share (EPS) 
 pursuant to       N.A.                   N.A.
 issue of shares 
 on exercise of 
 Options 
 calculated
                   There would not be 
                   any fresh              There would not be any fresh 
                                          issue of
 in accordance 
 with Accounting 
 Standard (AS) 20  issue of equity shares 
                   of the                 equity shares of the Company
                                          upon
                   Company upon 
                   exercise of            exercise of Options by 
                                          employees
                   Options by employees
 m) The difference 
 between employee 
 compensation
 cost using 
 intrinsic value 
 method and fair 
 value of the 
 Options and 
 impact of this 
 difference on
 profits            Rs. 5.86 crore           Rs. 15.91 crore
 EPS of the 
 Company           Rs. (3.67)               Rs. (3.67)
 
 n) Weighted- 
 average exercise 
 prices of Options
 granted during 
 the year where 
 exercise price 
 is less than 
 market price.      Nil                       Nil
 
 o) Weighted- 
 average fair 
 values of Options 
 granted during 
 the year where 
 exercise price 
 is less than
 market price.      Nil                        Nil
 
 p) significant 
 assumptions made 
 in computation of
 fair value         base: Black Scholes model
 
 (i) risk-free 
 interest rate,      8.01 % p.a.               8.01 % p.a.
 
 (ii) expected life, 7 years                   8 years
 
 (iii) expected 
 volatility,         45.60 %                   45.60 %
 
 (iv) expected 
 dividends (yield), 
 and                  0.09 %                    0.29 %
 
 (v) the price of 
 the underlying 
 share in market 
 at the time of 
 option grant.        Rs. 541.15 per share        Rs. 174 per share
 
 The Company has received a certificate from the auditors of the Company
 that the ESOS Plan 2008 and 2009 has been implemented in accordance
 with the Guidelines and as per the resolution passed by the members of
 the Company authorising 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
 (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 Reliance Group-Corporate Governance Policies
 and Code of Conduct which has set out the systems, process and
 policies conforming to international standards. The report on Corporate
 Governance as stipulated under Clause 49 of the listing agreement with
 the Stock Exchanges, forms part of the Annual Report.
 
 A certificate from the Auditors of the Company M/s. Chaturvedi & Shah,
 Chartered Accountants and M/s. BSR & Co., Chartered Accountants,
 conforming compliance with conditions of Corporate Governance as
 stipulated under the 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,
 debentureholders, bankers, regulatory bodies and other business
 constituents during the year under review. Your Directors also wish to
 place on record their deep sense of appreciation for the commitment
 displayed by all executives, officers and staff, 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 30, 2011                                                 Chairman