The Directors have pleasure in presenting the 8th 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 crore     US$ in 
                                       million**  Rs.in crore  US$ in 
                                                               million**
 
 Total income           11,863           2,332      13,282      2,978
 
 Gross profit before 
 depreciation,           1,896             373         735        165 
 amortisation and
 exceptional items
 
 Less:
 
 a.  Depreciation 
 and amortisation        1,741             342       1,595        358
 
 b.  Exceptional
 items and other 
 adjustments                 -               -           -          - 
 
 Profit/(Loss)
 before tax                155              31        (860)      (193) 
 
 Less: Provision for:
 
 Current tax/ Excess 
 provision for Tax 
 of earlier years           (1)              -        (102)       (23)
 
 Profit/(Loss) after tax   156              31        (758)      (170)
 
 Add : Balance brought 
 forward from previous 
 year                        -               -         662        149
 
 Profit available for 
 appropriation             156              31         (96)       (21) 
 
 Appropriations:
 
 Proposed Dividend 
 on equity shares           52              10         103         23
 
 Dividend Tax                8               2          17          4
 
 Transfer (from) 
 /to General Reserve         -               -        (216)       (48)
 
 Transfer to Debenture 
 Redemption Reserve         91              18           -          -
 
 Balance carried to 
 Balance Sheet               5               1           -          -
 
 * Figures of previous year have been regrouped and reclassified,
 wherever required.
 
 ** Exchange Rate Rs. 50.875 = US$ 1 as on March 31, 2012 (Rs.44.595 = US
 as on March 31, 2011).
 
 Financial Performance
 
 During the year under review, your Company has earned income of Rs. 1
 1,863 Crore against Rs. 13,282 crore for the pervious year.  The Company
 has earned Profit of Rs. 156 crore for the year as compared to loss of Rs.
 758 crore in the previous year.
 
 Dividend
 
 Your Directors have recommended a dividend of Rs. 0.25, (5 per cent) per
 equity share each of Rs. 5 for the financial year ended March 31, 2012,
 which, if approved at the ensuing 8th Annual General Meeting (AGM),
 will be paid to (i) those equity shareholders whose names appear in the
 Register of Members as on close of the day on August 24, 201 2, and
 (ii) to those equity shareholders whose names appear as beneficial
 owners as on close of the day on August 24, 2012, as furnished by the
 National Securities Depository Limited and Central Depository Services
 (India) Limited for the purpose.
 
 Business Operations
 
 The Company together with its subsidiaries 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 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
 as well as 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 had crossed 153 million
 wireless customers as on March 31, 2012. The Company ranks among the
 top two wireless operators in the country.
 
 Redemption of Zero Coupon Foreign Currency Convertible Bonds (FCCBs) of
 US$ 500 Million and US$ 1000 Million
 
 On May 10, 2011, being the due date, the Company redeemed outstanding
 FCCBs as per terms and conditions of US$ 500 million. In view of this
 redemption, the Company would not be required to allot 2,74,1 3,085
 equity shares of Rs. 5 each arising out of conversion of the said FCCBs.
 
 On March 1, 201 2, being the due date, the Company also redeemed
 outstanding FCCBs as per terms and conditions of US$ 1,000 million. In
 view of this redemption, the Company would not be required to allot
 6,17,25,849 equity shares of Rs. 5 each arising out of conversion of the
 said FCCBs.
 
 Facility Agreement with Banks
 
 During the year under review, the Company has availed drawdown of
 second and third tranches of disbursements of the loan sanctioned;
 aggregating to Rs. 2,980 crore (US$ 666 Million) for refinancing 3G
 spectrum fee paid by the Company and Rs. 715 crore (US$ 141 Million) for
 equipment imports by the Company and Reliance Telecom Limited (RTL), a
 wholly owned subsidiary
 
 During the year under review, Company has also successfully completed
 refinancing of redemption value of its outstanding FCCBs of Rs. 6,000
 crore (US$ 1,182 million) on maturity thereof by availing funds from
 consortium consist of Industrial and Commercial Bank of China Ltd
 (ICBC), China Development Bank Corporation (CDB) and Export Import Bank
 of China (EXIM).
 
 Schemes of Arrangements
 
 (a) Scheme of Arrangement with Global Innovative Solutions Private
 Limited (GISPL).
 
 As reported in the annual report of the previous year, GISPL, a wholly
 owned subsidiary of the Company, amalgamated with the Company in terms
 of the Scheme of Amalgamation sanctioned by the Hon''ble High Court of
 Judicature at Bombay vide order dated April 29, 2011 and effective
 from May 25, 2011.
 
 (b) Re-organisation of subsidiary companies.
 
 1. As reported in the annual report of the previous year, the Hon''ble
 High Court of Judicature at Bombay sanctioned the following Schemes of
 Arrangement vide orders dated May 6, 2011.
 
 i.  Reliance Communications Maharashtra Private Limited, a wholly owned
 subsidiary of Reliance Telecom Limited (RTL) merged into RTL.
 
 ii.  Matrix Innovations Limited, a wholly owned subsidiary of Reliance
 Communications Infrastructure Limited (RCIL) merged into RCIL.
 
 iii. Reliance Global IDC Limited, a wholly owned subsidiary of Reliance
 Infratel Limited (RITL) merged into RITL.
 
 The above mentioned Schemes were effective from May 25, 2011.
 
 2.  Scheme of Arrangement between Netizen Rajasthan Limited and
 Reliance Infratel Limited.
 
 During the year under review, Netizen Rajasthan Limited, a wholly owned
 subsidiary of RITL, a subsidiary of the Company, amalgamated with RITL
 in terms of the Scheme of Amalgamation sanctioned by the Hon''ble High
 Court of Judicature at Bombay vide order dated April 20, 2012 effective
 from May 15, 2012. The appointed date was March 1, 2012.
 
 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.
 
 The Company has during the year, 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 under review, Vanco Euronet Sro, Vanco Net Direct
 Limited, WANcom Gmbh 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 Accounting Standard (AS)-21 prescribed under the
 Companies (Accounting Standards) Rules, 2006 and the Listing Agreement,
 Consolidated Financial Statements presented herein by the Company
 include financial information of subsidiary companies, which forms part
 of this Annual Report.
 
 Directors
 
 In terms of the provisions of the Companies Act, 1956, Shri A. K.
 Purwar, 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 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 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, 2012 on a ''going concern'' basis.
 
 Consolidated Financial Statements
 
 The Audited Consolidated Financial Statements, based on the financial
 statements received from subsidiaries, joint ventures and associates,
 as approved by their respective Board of Directors have been prepared
 in accordance with AS-21 on ''Consolidated Financial Statements'' read
 with AS-23 on ''Accounting for Investments in Associates'' and AS-27 on
 ''Financial Reporting of Interests in Joint Venture'', notified under
 Section 211(3C) of the Companies Act, 1956 read with the Accounting
 Standards Rules 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 AGM 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(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, 1956.
 
 The observations and comments given by the 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
 
 Pursuant to the direction of the Central Government that the cost
 accounts maintained by the Company be audited by a cost auditor, the
 Company has appointed M/s. V J Talati & Company, Cost Accountants, as
 Cost Auditors for conducting the cost audit for the telecommunications
 businesses of the Company for the financial year ending March 31, 2013.
 
 Initial Public Offering of Subsea telecommunication infrastructure
 network business
 
 The Company is evaluating potential initial public offering and listing
 in Singapore of Reliance Globalcom Limited, a subsidiary company which
 has subsea telecommunications infrastructure network business, through
 a business trust in Singapore, subject to all necessary permissions,
 sanctions and approvals. The cornerstone of the Company''s strategy for
 consistent growth in future will always be sustainable value creation
 for all stakeholders of the Company,
 
 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.
 
 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)
 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 the SEBI Guidelines are
 as follows:
 
 Particulars               ESOS Plan 2008        ESOS Plan 2009
 
 a) Total Options granted  1,49,91,185 Options   1,32,1 7,975 Options
 
 b) No of Options 
 surrendered               1,32,17,975 Options   2,44,000 Options
 
 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              Company at National
                                                 Stock Exchange of
                           price may apply to 
                           different             India Limited during 
                                                 two weeks preceding
                           Plan(s).              the date of Grant i.e. 
                                                 January 16, 2009.
 
 d) Options vested         8,75,253 Options      63,34,253 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 63,34,253
                           8,75,253 Equity 
                           Shares.               Equity Shares.
 
 g) Options lapsed/
 forfeited during the year 3,06,059 Options      24,22,039 Options
 
 h) Variation of terms 
 of Options                None                  None
 
 i) Money realised by 
 exercise of Options
 during                    Nil                   Nil 
 the year
 
 j) Total number of 
 Options in force at 
 the end of                5,69,194 Options      39,12,214 Options
 the year
 
 k) Employee wise details 
 of Options granted to:
 
 i.  Senior managerial 
 personnel (i.e. Managing  Nil                   Nil
 Director/Whole-time 
 Director/Manager)
 
 ii.  Employee who 
 receives grant in any one Nil                   Nil 
 year of Option amounting 
 to 5 per cent or more 
 of Option granted during 
 the year
 
 iii. Identified 
 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)  issue of equity 
                           shares of the         equity shares of the 
                                                 Company upon 
 20                        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 crore           Rs. 12 crore
 
 EPS of the Company        Rs. 0.65              Rs. 0.65
 
 n) Weighted- average 
 exercise prices of 
 Options                   Nil                   Nil
 granted during the year 
 where exercise price 
 is less than market 
 price.
 
 o) Weighted- average 
 fair values of Options    Nil                   Nil
 granted during the year 
 where exercise price is 
 less than market price.
 
 p) Significant 
 assumptions made in 
 computation               base: Black Scholes
                           model 
 of fair value
 
 (i) risk-free interest 
 rate,                     8.05 per cent p.a.  8.05 per cent p.a.
 
 (ii) expected life,       6 years             7 years
 
 (iii) expected 
 volatility,               52.04 per cent      52.04 per cent
 
 (iv) expected dividends
 (yield), and              0.02 per cent       0.07 per cent
 
 (v) the price of the 
 underlying share in 
 market                    Rs. 541.15 per shareRs. 174.00 per share 
 at the time of option 
 grant.
 
 The Company has received a certificate from the auditors of the Company
 that the ESOS Plan 2008 and 2009 have been implemented in accordance
 with the SEBI Guidelines and as per the resolution passed by the
 members of the Company authorising issuance of the said 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 the 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,
 Chartered Accountants and M/s. B S R & Co., Chartered Accountants
 conforming compliance with conditions of Corporate Governance as
 stipulated under Clause 49 of the Listing Agreement, is enclosed to
 this Report.
 
 Acknowledgements
 
 Your Directors would like to express their sincere appreciation for the
 co-operation and assistance received from shareholders,
 debentureholders, 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
 
 June 2, 2012                                                  Chairman