Dear Shareowners,
 
 The Directors present the 82nd Annual Report and the audited accounts
 for the financial year ended March 31, 2011
 
 Financial Results
 
 The standalone performance of the Company for the financial year ended
 March 31, 2011 is summarised below:
 
 Particulars                 Financial Year ended   *Financial Year ended
 
                             March 31, 2011          March 31, 2010
 
                            Rs. crore    **US $      Rs. crore    **US $
                                      in million              in million
 
 Total income             10,266.44     2,302.1   10,908.06     2,429.41
 
 Gross profit before 
 depreciation              1,448.46      324.80    1,616.78       360.08
 
 Depreciation                313.41       70.28      319.84        71.23
 
 Profit before taxation    1,135.05      254.52    1,296.94       288.85
 
 Tax expenses (Net)           54.14       12.14      145.25        32.35 
 (including deferred 
 tax and tax for 
 earlier years)
 
 Profit after taxation     1,080.91      242.38     1151.69       256.50 
 
 Add :
 Balance of profit 
 brought forward from        598.46      134.20      683.20       152.16
 previous year
 
 Profit available for 
 appropriations            1,679.37      376.58    1,834.89       408.66
 Appropriations :
 
 Dividend on equity 
 shares (including tax 
 on dividend)                222.28       49.84      183.64        40.90
 
 Statutory Reserves           19.06        4.27       16.96         3.78
 
 Transfer to General 
 Reserve                   1,000.00      224.24    1,000.00       222.72
 
 Transfer to Debenture 
 Redemption Reserve           37.89        8.50       35.83         7.98
 
 Balance carried to 
 Balance Sheet               400.14       89.73      598.46       133.28
 
 * Figures of previous year have been regrouped and reclassified
 wherever required
 
 **Rs. 44.595 = US $ 1 Exchange rate as on March 31, 2011 (Rs. 44.90 = US $
 1 as on March 31,2010)
 
 Financial Performance
 
 During the year under review, your Company earned an income of Rs. 10,266
 crore, against Rs. 10,908 crore in the previous year. The Company earned
 Profit after tax of Rs. 1,081 crore as compared to Rs. 1,152 crore in the
 previous year. Shareholders equity (Net worth) increased to Rs. 1 7,668
 crore from Rs. 15,152 crore in the previous year. The factors
 contributing to the financial performance are discussed more
 elaborately in the Management Discussion and Analysis Report which is
 included as part of the Annual Report.  Dividend
 
 Your Directors have recommended a dividend of Rs. 7.20 (72 per cent) per
 equity share (Previous year Rs. 7.10 per equity share) aggregating Rs. 1
 91.25 crore for the financial year 2010- 11 which, if approved at the
 ensuing 82nd Annual General Meeting (AGM), will be paid to (i) those
 members whose names appear on the Register of Members of the Company
 after giving effect to all valid share transfers in physical form
 lodged with the Company on or before September 1 7, 2011, and (ii)
 those members whose names appear as beneficial owners as on September 1
 7, 2011, as per particulars to be furnished for this purpose, by the
 Depositories, viz. National Securities Depository Limited and Central
 Depository Services (India) Limited.  The dividend payout as proposed
 is in accordance with the Company''s policy to pay sustainable dividend
 linked to long term performance, keeping in view the capital needs for
 the Company''s growth plans and to achieve optimal financing of such
 plans through internal accruals.  Management Discussion and Analysis
 
 The Management Discussion and Analysis Report for the year under review
 as stipulated under Clause 49 of the listing agreement with the stock
 exchanges in India, is presented in a separate section forming part of
 the Annual Report,
 
 The Company has entered into various contracts in the area of
 infrastructure and value added service businesses. Some of them have
 already been completed and benefits of the same have already been
 started accruing. contracts under progress are periodically reviewed by
 the Board
 
 Issue of Securities and Share Capital
 
 (i) Conversion of warrants
 
 Pursuant to approval of the members of the Company accorded through
 postal ballot on June 24, 2009, the Company allotted 4,29,00,000
 warrants at Rs. 928.89 each (including a premium ofRs. 918.89 per equity
 share) on preferential basis to one of the promoter companies AAA
 Project Ventures Private Limited (AAAPVPL), on July 9, 2009.
 
 During the year, AAAPVPL subscribed to equity shares of the Company on
 exercise of option attached to warrants whereupon the Company allotted
 2,25,50,000 equity shares to the warrant holder. Consequent upon the
 allotment of these shares, the paid-up capital of the Company increased
 to 26,74,20,262 equity shares,
 
 AAAPVPL did not opt for conversion of balance 7,50,000 options and
 accordingly, the same stand lapsed
 
 (ii) Buy-back of shares
 
 Pursuant to the resolution passed by the Board of Directors of the
 Company and in accordance with the provisions of the Companies Act, 1
 956 and the Securities and Exchange Board of India (Buy-back of
 Securities) Regulations, 1998 the Company made a Public announcement to
 buy-back the equity shares of the Company at a maximum price of Rs. 725
 per equity share, up to an amount not exceeding
 
 10 per cent of the paid-up equity share capital and fire reserves
 (including securities premium) of the Company, i.e.  up to Rs. 1,000
 crore. The buy-back offer opened from April 1 1, 2011 and shall remain
 open until twelve months from the date of the resolution passed by the
 Board of Directors i.e. February 1 3, 201 2 or when the Company
 completes the Buy-back to the extent ofRs. 1,000 crore or if the Board
 opts to close the Buy-back upon reaching 25% of the maximum offer size,
 whichever is earlier. The Company up to the date of this report,
 bought-back 1 8,00,000 equity shares at an aggregate amount of Rs. 115.58
 crore. Consequently, the paid-up equity share capital of the Company
 declined from Rs. 267.42 crore to Rs. 265.62 crore as on May 27, 2011
 Scheme of Arrangement
 
 (a) Withdrawal of Scheme of Arrangement
 
 The Scheme of Arrangement dated May 9, 2009 envisaging transfer of
 various operating divisions of the Company, viz., Dahanu Thermal Power
 Station division, Goa and Samalkot Power Stations division, Power
 Transmission division, Power Distribution division, Toll Roads division
 and Real Estate division to its respective resulting six wholly owned
 subsidiaries was sanctioned by the Hon''ble Bombay High Court on July
 24, 2009, subject to the Company receiving the requisite approvals.
 
 Taking into consideration, inter alia, the considerable lapse of time
 of nearly two years and subsequent changes in the business environment,
 the proposal was no longer considered relevant and the same was
 withdrawn on March 25, 2011 with the approval of the Hon''ble Bombay
 High Court. The withdrawal of the Scheme would not Impact the
 profitability or business of the Company
 
 (b) Scheme of Amalgamation of Reliance Infraprojects Limited
 
 Reliance Infraprojects Limited, a wholly owned subsidiary of the
 Company was amalgamated with the Company with effect from May 21, 2011
 in terms of the Scheme of Amalgamation (''Scheme'') sanctioned by the
 Hon''ble Bombay High Court vide order dated March 30, 2011. The
 appointed date of the Scheme was April 1, 2010
 
 Standby Charges
 
 In the pending litigation on standby charges, The Tata Power Company
 Limited (TPC) had filed an appeal in the Hon''ble Supreme Court which
 admitted it and directed TPC to deposit Rs. 227 crore (being 50 per cent
 of the amount of refund including Interest up to December 31, 2006) as
 per the order of the Appellate Tribunal for Electricity and furnish a
 bank guarantee for Rs. 227 crore. The Company was permitted to withdraw
 the amount after giving an undertaking to repay the amount, if
 required, without demur, on the final order being passed. The Company,
 after giving such an undertaking received Rs. 227 crore on March 12,
 2007. The Company is yet to receive further order from the Hon''ble
 Supreme Court,
 
 Power Distribution License
 
 The Power distribution license issued to the Company is valid up to
 August 15, 2011. Maharashtra Electricity Regulatory Commission (MERC)
 had published a public notice on October 6, 2010 inviting Expression of
 Interest (EOI) from parties interested in obtaining license for supply
 of power in RInfra''s area of supply in suburbs of Mumbai. Since MERC
 did not respond to clarification on whether the said Notice is an
 invitation for issue of parallel license in RInfra''s area or whether
 the same intends to replace the existing license, the Company filed a
 writ petition in
 
 the Bombay High Court as well as before the Appellate Tribunal for
 Electricity, against the EOI seeking an immediate stay on the same. The
 hearing is pending.
 
 Meanwhile, the Company filed a petition before MERC seeking renewal /
 extension of its license by extending the period by 25 years from
 August 16, 2011. MERC vide its order dated April 1, 2011, directed the
 Company to file an application for firesh licence under the Electricity
 Act, 2003, iinstead of amendment of licence. As directed by MERC, the
 Company filed an application for firesh licence on April 25, 2011. The
 licence application has been admitted by MERC after technical
 validation in the presence of consumer representatives on May 5, 2011
 
 Subsidiary Companies
 
 During the year under review, Utility infrastructure and Works Private
 Limited, Reliance Cement Private Limited and Reliance infrastructure
 Engineers Private Limited, became subsidiaries of the Company
 
 As per approval granted by the Ministry of Corporate Affairs vide
 circular No.02/2011 dated February 8, 2011, copies of the Balance
 Sheet, Profit and Loss Account, Report of the Board of Directors and
 Auditors of the subsidiary companies are not being attached to the
 Balance Sheet of the Company. The financial information of the
 subsidiary companies as required by the above circular is disclosed
 under ''Financial information of Subsidiary Companies'', which forms part
 of the Annual Report.
 
 The Company will make available hard copies of Annual Accounts of the
 subsidiary companies and related detailed information to the
 shareholders of the Company seeking the same
 
 The annual accounts of the subsidiary companies will also be kept for
 inspection by any shareholders at the Registered Office of the Company
 and that of respective subsidiary companies
 
 Further, pursuant to Accounting Standard (AS) -21 prescribed under the
 Companies (Accounting Standards) Rules, 2006 and Listing Agreement as
 prescribed by the Securities and Exchange Board of India, Consolidated
 Financial Statements presented by the Company include financial
 information of subsidiary companies, which forms part of the Annual
 Report, Fixed Deposits
 
 The Company has not accepted any deposit from the public during the
 year
 
 Directors
 
 In terms of the provisions of the Companies Act, 1956, Shri S L Rao
 and Dr Leena Srivastava, Directors of the Company retire by rotation
 and being eligible offer themselves for re-appointment,
 
 Shri R R Rai was appointed as an Additional Director in terms of
 Section 260 of the Companies Act, 1956 effective from May 10, 2011.
 He holds office up to the date of the ensuing AGM. The Company has
 received a notice in writing from a member proposing the candidature of
 Shri R R Rai for the office of a Director of the Company, liable to
 retire by rotation and accordingly, his candidature for appointment as
 a Director has been included in the Notice convening the AGM
 
 Brief resume of all directors, including those proposed to be appointed
 at the ensuing AGM, nature of expertise in specific functional areas
 and names of companies in which they hold directorships and/or
 memberships/chairmenship of Committees of the Board, shareholding and
 relationships between directors interse, if any, as stipulated under
 Clause 49 of the listing agreement with the Stock Exchanges in India,
 is provided in the report on Corporate Governance forming part of the
 Annual Report,
 
 Directors'' Responsibility Statement
 
 Pursuant to the requirement under Section 217 (2AA) of the Companies
 Act, 1956, with respect to the Directors'' Responsibility Statement, it
 is hereby confirmed that:
 
 in the preparation of the annual accounts for the financial year ended
 March 31, 2011, the applicable Accounting Standards have been followed
 along with proper explanations relating to material departures
 
 i. the Directors had selected such accounting policies and applied them
 consistently and made judgements and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company as at March 31, 2011 and of the profit of the Company for
 the year under review;
 
 i the Directors had taken proper and sufficient care for the maintenance
 of adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities; and
 
 iv the Directors had prepared the annual accounts for the fi nancial
 year ended March 31, 2011, on a ''going concern'' basis.
 
 Group
 
 Pursuant to an intimation received from the Promoters, the names of the
 Promoters and entities comprising ''Group'' as deifned under the
 Monopolies and Restrictive Trade Practices Act, 1969 are disclosed in
 the Annual Report for the purpose of the SEBI (Substantial Acquisition
 of Shares and Takeovers) Regulations, 1997.
 
 Consolidated Financial Statements
 
 The Audited Consolidated Financial Statements based on the Financial
 Statements received from subsidiaries, joint ventures and associates,
 as approved by their respective board of directors have been prepared
 in accordance with the Accounting Standard (AS) - 21 on ''Consolidated
 Financial Statements'' read with Accounting Standard (AS) - 23 on
 ''Accounting forinvestments in Associates'' and Accounting Standard (AS)
 - 27 on ''Financial Reporting of Interests in Joint Ventures'', notified
 under Section 211 (3C) of the Companies Act, 1956 read with the
 Companies (Accounting Standards) Rules, 2006, as applicable
 
 Auditors and Auditors'' Report
 
 M/s. Haribhakti & Co., Chartered Accountants and M/s. Pathak H D &
 Associates, Chartered Accountants, the auditors of the Company hold
 office until the conclusion of the ensuing AGM and are eligible for
 re-appointment.
 
 The Company has received letters from M/s. Haribhakti & Co.  Chartered
 Accountants and M/s. Pathak H D & Associates, Chartered Accountants, to
 the effect that their appointment, if made, would be within the
 prescribed limits under Section 224 (1 B) of the Companies Act, 1956,
 and that they are not disqualified for such appointment within the
 meaning of Section 226 of the Companies Act, 1956
 
 The observations and comments given by Auditors in their report read
 together with notes to Accounts are self explanatory and hence do not
 call for any further comments under Section 21 7 of the Companies Act,
 1956
 
 Cost Auditor
 
 Pursuant to the direction of the Central Government that the cost
 accounts maintained by the Company be audited by a cost auditor, the
 Company has appointed M/s. VJ Talati & Company Cost Accountants, for
 conducting the cost audit for the generation, transmission and
 distribution of electricity businesses of the Company for the fi
 nancial year ended March 31, 2011
 
 Particulars of Employees
 
 In terms of the provisions of Section 21 7(2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975 and
 the Companies (Particular of Employees) Amendment Rules, 2011, the
 names and other particulars of employees are set out in the Annexure to
 the Directors'' Report, However, having regard to the provisions of
 Section 219(1)(b) (iv) of the Companies Act, 1956, the Annual Report
 excluding the aforesaid information is being sent to all the members of
 the Company and others entitled thereto. Any member Interested in
 obtaining such particulars may write to the Company Secretary at the
 Registered Office of the Company
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo
 
 The particulars as required to be disclosed pursuant to Section 21 7(1
 )(e) of the Companies Act, 1956, read with the Companies (Disclosure
 of Particulars in the Report of Board of Directors) Rules, 1988, are
 given in Annexure-A forming part of this report.
 
 Corporate Governance
 
 The Company has adopted the Reliance Group - Corporate Governance
 Policies and Code of Conduct which has set out the systems, processes
 and policies conforming to international standards. The report on
 Corporate Governance as stipulated under Clause 49 of the listing
 agreement with the Stock Exchanges, forms part of the Annual Report,
 
 A certificate from the Auditors of the Company, M/s. Haribhakti & Co.,
 Chartered Accountants and M/s. Pathak H D & Associates Chartered
 Accountants confirming compliance with conditions of Corporate
 Governance as stipulated under clause 49 of the listing agreement, is
 attached to this Report,
 
 Acknowledgment
 
 Your directors would like to express their sincere appreciation of the
 co-operation and assistance received from shareholders
 debentureholders, bankers, financial institutions, government
 authorities, regulatory bodies and other business constituents during
 the year under review. Your Directors also wish to place on record
 their deep sense of appreciation for the commitment displayed by all
 executives, officers and staff of the Company, resulting in the
 successful performance of the Company during the year
 
                                       For and on behalf of the Board 
 
                                                 of Directors
 
 Mumbai                                      Anil Dhirubhai Ambani
 
 May 27, 2011                                   Chairman