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