Reliance Petroleum

The Directors are pleased to present the 3rd Annual Report and the
 audited accounts of the Company for the year ended March 31, 2008.
 
 Operations - Implementation of the Project
 
 The Company has set a blistering pace on all implementation fronts and
 achieved 90% overall progress in implementation of its world-class,
 complex Refinery Project at Jamnagar in Gujarat. The Company leveraged
 the benefits of its intelligent repeat designs and the impeccable
 project management and execution skills of the Reliance group
 successfully. The Company has surpassed several significant milestones,
 including near completion of engineering, procurement and contracting
 activities, substantial completion of equipment deliveries and
 equipment installations at site. The year also witnessed rapid progress
 in the construction activities, leading to a dramatic change in the
 skyline of the project site at Jamnagar.
 
 Encouraged by the rapid progress achieved on the construction and
 pre-cornmissioning front, the Company expects to commission the
 refinery ahead of its initial schedule. Accordingly, the Company has
 shifted focus on start-up planning and operations preparedness
 activities to support early commissioning of the Refinery in 2008.
 
 The Company has completed the long term debt financing for the Project
 and in all, has contracted term debt to the tune of Rs. 15,750 crore.
 
 As on March 31, 2008, the Company has utilised Rs. 23,319 crore for the
 Project. The projected utilisation of funds as per the Prospectus dated
 April 28, 2006 was Rs. 22,130 crore.  The variation is mainly due to
 payments in advance under various project contracts to ensure continued
 efficient and speedy implementation of the Project.
 
 The Company has not commenced revenue operations hence no Profit and
 Loss Account has been prepared.
 
 Managements Discussion & Analysis Report
 
 A detailed review of the progress of the Project and the future outlook
 of the Company and its business, as stipulated under Clause 49 of the
 Listing Agreement with the Stock Exchanges, is presented in a separate
 section forming part of the Annual Report.
 
 Directors
 
 Under the provisions of Section 260 of the Companies Act, 1956 and
 Article 135 of the Articles of Association of the Company. Mr. Michael
 Warwick was appointed as an additional director, with effect from July
 18, 2007. He shall hold office up to the date of the ensuing Annual
 General Meeting.
 
 The Company has received a notice in writing from a member proposing
 the candidature of Mr. Michael Warwick for the office of a Director
 liable to retire by rotation.
 
 Mr. Jagjeet Singh Bindra, nominee of Chevron, resigned from the office
 of the Director of the Company with effect from October 23. 2007. The
 Board records its appreciation for the valuable contribution made by
 him during his tenure as Director of the Company.
 
 In terms of Article 131A of the Articles of Association, Chevron had
 nominated Mr. Joffrey R. Pryor as its nominee director on the Board
 with effect from January 15, 2008.
 
 In terms of the provisions of Section 313 of the Companies Act, 1956
 and Article 131A of the Articles of Association of the Company, Mr.
 John R. Digby was appointed as an Alternate Director to act for Mr.
 Joffrey R. Pryor.
 
 In terms of Article 155 of the Articles of Association, Mr. Atul S.
 Dayal and Mr. Bobby Parikh, retire by rotation and being eligible,
 offer themselves for reappointment at the ensuing Annual General
 Meeting.
 
 Promoter Group Companies
 
 Pursuant to intimation from Promoter i.e. Reliance Industries Limited,
 names of Promoters and companies comprising the group as defined in
 the Monopolies and Restrictive Trade Practices Act, 1969, have been
 disclosed in the Annual Report of the Company for the purpose of
 Regulation 3( 1 )(c) of the SEBI (Substantial Acquisition of Shares and
 Takeovers) Regulations, 1997.
 
 Directors Responsibility Statement
 
 Pursuant to the requirement under Section 217(2 A A) of the Companies
 Act, 1956, with respect to Directors Responsibility Statement, it is
 hereby confirmed that:
 
 (i) in the preparation of the annual accounts, the applicable
 accounting standards have been followed and there is no material
 departure from the same;
 
 (ii) the directors have 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. 2008;
 
 (iii) the directors have 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 have prepared the annual accounts of the Company on
 a going concern basis.
 
 Secretarial Audit Report
 
 Your Company appointed Dr. K. R. Chandratre, Practising Company
 Secretary, to conduct Secretarial Audit of the Company for the
 financial year ended March 31, 2008. The Secretarial Audit Report
 addressed to the Board of Directors of the Company is attached to this
 Annual Report. The Secretarial Audit Report confirms that the Company
 has complied with all the applicable provisions of the Companies Act,
 1956, Depositories Act, 1996, Listing Agreement with Stock Exchanges,
 Securities Contract (Regulation) Act, 1956 and all the Regulations of
 SEBI as applicable to the Company including SEBI (Disclosure and
 Investor Protection) Guidelines, 2000, SEBI (Substantial Acquisition of
 Shares and Takeovers) Regulations, 1997 and the SEBI (Prohibition of
 Insider Trading) Regulations, 1992.
 
 Auditors and Auditors Report
 
 M/s. Chaturvedi & Shah, Chartered Accountants and M/s. Deloitte Haskins
 & Sells, Chartered Accountants, Statutory Auditors of the Company, hold
 office until the conclusion of the ensuing Annual General Meeting and
 are eligible for reappointment.
 
 The Company has received letters from them to the effect that their
 reappointment, 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 reappointment within the meaning of Section 226
 of the said Act.
 
 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 particulars of employees are set out in annexure to this Report.
 However, as per the provisions of Section 219(1 )(b)(iv) of the said
 Act read with the Clause 32 of the Listing Agreement, 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.
 
 Energy Conservation, Technology Absorption and Foreign Exchange
 Earnings and Outgo
 
 The particulars relating to energy conservation, technology absorption,
 foreign exchange earnings and outgo, as required to be disclosed under
 Section 217(l)(e) of the Companies Act, 1956 read with (he Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules,
 1988 are as under:
 
 Conservation of Energy
 
 From the early stages of plant design, very conscious efforts were made
 to minimise energy consumption and as the design efforts continued,
 more and more innovations and improvements were introduced to further
 reduce energy consumption. Some additional energy conservation features
 incorporated in the past year are as under:
 
 1.  Use of back pressure steam turbo generator (STG) sets to generate
 incremental electrical power while reducing steam pressures to meet
 process requirements.
 
 2.  Use of very low pressure steam, which generally would be wasted, to
 heat process lines requiring heating, thus avoiding use of electrical
 energy for such heating.
 
 3.  Use of evaporative cooling in large areas requiring cooling in
 place of conventional air-conditioning.
 
 4.  Collection, purification and recirculation of hydrocarbon waste
 products (Waste Gas Recovery) that would otherwise be flared, improving
 the yield of the process.
 
 The savings resulting from energy saving measures would be realised
 once the refinery is commissioned.
 
 Technology Absorption
 
 Number of new Technologies have been introduced in the new refinery.
 Major technology suppliers are UOP and Exxon Mobile Research and
 Engineering Co. During the design and engineering stage, the concepts
 were understood and incorporated in the Refinery. Now. as the Refinery
 start up is closer, operations teams have been sent to the technology
 suppliers facilities for hands-on training and familiarisation. These
 teams have spent considerable time in similar facilities operational
 elsewhere in the world and learned the detailed aspects of safety.
 operation, optimisation, quality control etc. Upon return, the teams
 are engaged in further training other team members and new recruits so
 that entire operations team is fully prepared for smooth start up in
 days to come.
 
 Foreign Exchange Earnings and Outgo
 
 Foreign Exchange Earned : Nil
 
 Foreign Exchange Used : Rs. 9936, 57. 98, 606/-
 
 Corporate Governance
 
 Your Company is committed to maintain the highest standards of
 Corporate Governance. Your Directors adhere to the stipulations set out
 in the Listing Agreement with the Stock Exchanges.
 
 A report on Corporate Governance as stipulated under Clause 49 of the
 Listing Agreement with the Stock Exchanges forms part of the Annual
 Report.
 
 Certificate from the Auditors of the Company, M/s Chaturvedi & Shah,
 and M/s Deloitte Haskins & Sells confirming compliance of conditions of
 Corporate Governance as stipulated under the aforesaid Clause 49, is
 annexed to this Report.
 
 Acknowledgment
 
 Reliance Industries Limited, the parent company, has been involved in
 the Project since inception and is extending comprehensive support to
 the Company. Your Directors take this opportunity to express its
 sincere appreciation of the commitment extended by Reliance Industries
 Limited to the Project.
 
 Your Directors also place on record their appreciation for the
 assistance and co-operation received from the financial institutions,
 banks, Government authorities, vendors and members during the year
 under review. Your Directors wish to place on record their appreciation
 for the committed services of the executives, staff and workers of the
 Company.
 
                            For and on behalf of the Board of Directors
 
                                              Mukesh D. Ambani
                                              Chairman
 Mumbai, April 16, 2008