The Directors present the 18th 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     US $     Rs.in       US $
                                lakh in   lakh**   lakh in     lakh**
 
 Total Income                   53,185     1,040    47,153      1,056
 
 Profit before tax              31,094       608    25,364        568
 
 Less: Provision for taxation        8         -    (2,091)       (47)
 
 Profit after tax               31,086       607    27,455        615
 
 Balance of Profit brought 
 forward from previous period   39,135       765    61,680      1,381
 
 Transfer to General Reserve    35,000       684    50,000      1,120
 
 Balance carried to Balance 
 Sheet                          35,221       688    39,135        876
 
 * Figures of previous year have been regrouped and reclassified,
 wherever required.
 
 ** Rs. 51.16 = US $ 1 Exchange rate as on March 31, 2012 (Rs. 44.65 = US $
 1 as on March 31, 2011)
 
 Financial Performance
 
 During the year under review, the total Income of the Company was Rs.
 53,185 lakh against Rs. 47,153 lakh in the previous year on a standalone
 basis. The Company has earned a Profit after tax of Rs. 31,086 lakh
 compared to Rs. 27,455 lakh in the previous year on a stand alone basis.
 
 Dividend
 
 Your Directors have not recommended any dividend on equity shares for
 the year under review.
 
 Business Operations
 
 The Company is in the business of setting up and operating power
 projects and in the development of coal mines. The Company has a large
 portfolio of power projects and is also developing coal mines in India
 and Indonesia. Of the power projects which the Company is developing
 through its Subsidiaries, 1,540 MW are already operational while the
 other power projects are under various stages of development.
 
 The portfolio of projects which the Company is developing is
 diversified 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.
 
 Redemption of FCCBs
 
 The liabilities in respect of the 4.928 per cent Foreign Currency
 Convertible Bonds (FCCBs) amounting to US $ 299.9 million (Rs. 1,474.93
 crore) which had devolved on RPower consequent on the approval of the
 Composite Scheme of Arrangement involving, inter alia, Reliance Natural
 Resources Limited and Reliance Power Limited and others, has been
 redeemed in full on their due date of maturity during the year 2011-12.
 
 The Company has no outstanding FCCBs as on March 31, 2012.
 
 Scheme of Arrangement
 
 Sasan Power Infrastructure Limited, a wholly owned subsidiary of the
 Company amalgamated into the Company with effect from February 23,
 2012, in terms of the Scheme of Amalgamation sanctioned by the Hon''ble
 High Court of Judicature at Bombay vide order dated December 23, 201 1.
 The appointed date was September 1, 2011.
 
 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.
 
 Subsidiary Companies
 
 During the year, Shangling Hydro Power Private Limited, Sumte Kothang
 Hydro Power Private Limited, Teling Hydro Power Private Limited, Lara
 Sumta Hydro Power Private Limited, Purthi Hydro Power Private Limited
 and Reliance Clean Energy Private Limited, have become wholly owned
 subsidiaries of the Company.
 
 During the year, Reliance Biomass Power Private Limited, Reliance Tidal
 Power Private Limited, Reliance Geothermal Power Private Limited,
 Reliance Green Power Private Limited, Reliance Renewable Power Private
 Limited, Solar Generation Company (Rajasthan) Private Limited and Sasan
 Power Infrastructure Limited (since merged), have 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 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 this Annual Report.
 
 Directors
 
 In terms of the provisions of the Companies Act, 1956, Dr. Yogendra
 Narain, Independent 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 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.
 
 Shri S. L. Rao was appointed as an Independent Director of the Company
 on September 30, 2007 as a representative of Reliance Infrastructure
 Limited (RInfra) which is a Promoter Company with a significant equity
 holding in the Company.
 
 Shri Rao had completed on April 20, 2012, three consecutive terms of
 office of three years each as an Independent Director in RInfra. In
 line with the Group''s Corporate Governance Policy and in accordance
 with the recommendatory provisions of clause 49 in the Listing
 Agreement relating to corporate governance, Shri Rao has relinquished
 office as a Director in RInfra effective from April 20, 2012.
 
 In consequence of the above, Shri Rao has also relinquished his office
 as a Director in the Company effective from April 20, 2012.
 
 The Board of Directors have placed on record their sincere appreciation
 for the valuable contribution made by Shri Rao during his tenure of
 association with the Company.
 
 Directors'' Responsibility Statement
 
 Pursuant to the requirements under Section 217(2AA) of the Companies
 Act, 1956 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, 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 that period;
 
 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, 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, 1956, and that
 they are not disqualified from such appointment in terms 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.
 
 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, as
 amended, 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
 
 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. During the
 year under review, the Company has not granted any Options to the
 employees of the Company.
 
 The particulars as required under clause 12 of SEBI (Employee Stock
 Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, 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                        85,00,000
 
 d.     Options exercised                     Nil
 
 e.     Total number of equity shares 
        arising as a result of exercise of
        Options                               Nil
 
 f.     Options lapsed during the year        Nil
 
 g.     Variation of terms of Options         Nil
 
 h.     Money realized by exercise of 
        options during the year               Nil
 
 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   Nil 
        Director/Manager)
 
        ii.  Employee who receives grant in 
        any one year of option amounting      Nil 
        to 5 % or more of option granted 
        during the year
 
        iii. Identified Employees who were
        granted options, during any one       Nil
        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                              N.A.
        of Options calculated in accordance 
        with Accounting Standard (AS) 20      There would not be any 
                                              fresh issue of equity 
                                              shares of the Company upon
                                              exercise of Options by 
                                              employees
 
 l.     The difference between employee 
        compensation cost using intrinsic
        value method and fair value of the 
        Options and impact of this 
        difference on
 
        Profit                                Rs. 434 lakhs
 
        EPS of the Company                   (Rs. 0.02)
 
 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. 140.20
 
 The Company has received a certificate from the Auditors of the Company
 that the ESOS Plan 2010 has been implemented in accordance with the
 Guidelines and as per the resolution passed by the Members of the
 Company authorizing the 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
 (Disclosure 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 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 this Annual Report.
 
 A Certificate from the Auditors of the Company M/s. Chaturvedi & Shah
 and M/s. Price Waterhouse, conforming compliance with the conditions of
 Corporate Governance as stipulated under Clause 49, is attached to this
 Report.
 
 Acknowledgements
 
 Your Directors would like to express their sincere appreciation for 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
 
 July 3, 2012                                                 Chairman