1. The Board has recommended a dividend of Rs 7.00 per share on Equity Shares for the year 2008-09.

2. In the matter of Standby Charges, the Company had accounted liabilities in its books of accounts in the year ended March 31, 2005 based on the Maharashtra Electricity Regulatory Commission (MERC) order dated May 31, 2004. Pending final determination of the matter by the HonŽble Supreme Court, the Company has not accounted for the reduction of Rs 15.60 crore in standby charges liability from Rs 515.60 crore determined by MERC as wall as interest amount payable by The Tata Power Company Ltd (TPC) to the Company (at 10% per annum commencing from April 01, 2004 till the date of payment) as per the Appellate Tribunal for Electricity (ATE) order dated December 20, 2006. As per the Supreme Court interim order dated February 07, 2007, TPC has furnished a bank guarantee for Rs 227 crore and also deposited Rs 227 crore with the Court which the Company has withdrawn and accounted as other liabilities pending final adjustment. The matter is awaiting listing with the Supreme Court for final hearing.

3. Pursuant to the order passed by the MERC dated December 12, 2007, in case No. 7 of 2002, TPC has claimed an amount of Rs 323.87 crore towards the following:

(a) Difference in the energy charge for energy supplied by TPC at 220 kV interconnection for the period March 2001 to May 2004 along with interest at 24% per annum up to December 31, 2007, and

(b) Minimum off-take charges for energy for the years 1998-99 to 1999-2000 along with Interest at 24% per annum up to December 31, 2007.

In an appeal filed by the Company, ATE held that the amount in the matter (a) above is payable by the Company along with Interest at State Bank of India prime lending rate for short term borrowings. The matter (b) is remanded to MERC for re-determination. The Company has filed an appeal against the said order before the Supreme Court, which while admitting the appeal, has restrained TPC from taking any coercive action in respect of the matter stated at Sr. No. (a) above and TPC has also filed an appeal against the said order.

4. The Company had revalued its Plant and Machinery located at Dahanu during the financial year 2003-04 and the depreciation figures shown in the un-audited financial results are net of effect of revaluation since the corresponding amount is withdrawn from the Revaluation Reserve which does not have impact on profit for the quarter.

5. Pursuant to the sanction of the HonŽble High Court of Bombay of the scheme of amalgamation between Reliance Projects Finance Pvt Ltd (RPFPL), a wholly owned subsidiary and the Company, RPFPL has been amalgamated with the Company with appointed date as April 01, 2007. The Profit after Tax of RPFPL of Rs 66.19 crore for the year ended March 31, 2008 has been added to the balance of the Profit and Loss account as on April 01, 2008 of the Company. On account of the above amalgamation, Profit before tax for the year ended March 31, 2009 is higher by Rs 46.28 crore.

6. Based on the tariff order received from the regulator for the financial year 2008-09, the Company has accounted revenue gap of Rs 356 crore representing shortfall in actual returns over assured returns, as sales revenue which is to be recovered in two equal parts over the next two years and carried forward the corresponding un-recovered portion as regulatory asset. Fuel adjustment charges (FAC) recoverable are continued to be accounted as revenue in the period in which corresponding costs are incurred. Unrecovered FAC amount aggregating to Rs 678.45 crore, which is recoverable through future tariff determination, has been carried forward as regulatory assets at the end of the financial year.

7. Pursuant to the clarification issued by the Institute of Chartered Accountants of India on March 29, 2008 on accounting of derivatives, the Company has for the year ended March 31, 2009 provided for estimated unrealised loss of Rs 170.18 crore on account of revaluation of foreign exchange derivative instruments at fair values at reporting period end. Profit or Loss on such foreign exchange derivative instruments will be crystallised / realised only on expiry of such instruments in subsequent financial years. The figure of other income (net) is net of above adjustments.

8. Pursuant to the approval of the Board of Directors and shareholders of the Company for buy-back of Equity shares under Section 77A of the Companies Act, 1956, the Company bought-back 95,54,995 equity shares during the year ended March 31, 2009. Consequently the paid-up capital stands reduced to Rs 226.02 crore. Out of the above 4,00,000 shares have been extinguished subsequently on April 03, 2009 and April 10, 2009.

9. The Company’s application for compounding in respect of its ECB of USD 360 million has been deemed by the Reserve Bank of India (RBI) as never to have been made subsequent to the withdrawal of the compounding application. Accordingly, there is no liability in respect of the compounding fee of Rs 124.68 crore earlier specified by
RBI. The Company is legally advised that it is in compliance with the regulations under the Foreign Exchange Management Act, 1999. Accordingly, no provision is considered necessary in this regard.

10. The profit for the year has been arrived at after providing for contingencies of Rs 320 crore (previous year Rs 80 crore) towards regulatory matters in respect of electricity business and other corporate matters. Had such provision not been made, the profit after tax for the year would have been higher by Rs 213 crore (previous year Rs 53 crore).

11. During the year, DS Toll Road Ltd, NK Toll Road Ltd, TK Toll Road Pvt Ltd, SU Toll Road Pvt Ltd, TD Toll Road Pvt Ltd, CBD Tower Pvt Ltd, GF Toll Road Pvt Ltd, Delhi Airport Metro Express Pvt Ltd, Tulip Realtech Pvt Ltd (formerly known as Daffodil Advisors Pvt Ltd), Reliance Energy Generation Ltd, Reliance Energy Ltd (formerly known as Reliance Global Ltd) and Reliance Property Developers Pvt Ltd have become subsidiaries of the Company.

12. Tax Liability has been provided on the basis of Minimum Alternate Tax calculations.

13. There were no exceptional/extraordinary items during the year ended March 31, 2009.

14. After review by the Audit Committee, the Board of Directors of the Company have approved Standalone and Consolidated financial results at their meeting held on April 23, 2009.

15. Figures of the previous year have been regrouped / reclassified wherever considered necessary.

Anil D Ambani
Chairman