Reliance Infrastructure Ltd

Dear Shareowners,

Your Directors present the 82^nd Annual Report and the audited accounts forthe financial year ended March 31, 2011.

Financial Results

The standalone performance of the Company for the financial year ended March 31, 2011is summarised below:

*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 onMarch 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 (Networth) increased to Rs. 17,668 crore from Rs. 15,152 crore in the previous year. Thefactors contributing to the financial performance are discussed more elaborately in theManagement 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. 191.25 crore for the financialyear 2010-11 which, if approved at the ensuing 82^nd Annual General Meeting(AGM), will be paid to (i) those members whose names appear on the Register of Members ofthe Company after giving effect to all valid share transfers in physical form lodged withthe Company on or before September 17, 2011, and (ii) those members whose names appear asbeneficial owners as on September 17, 2011, as per particulars to be furnished for thispurpose, by the Depositories, viz. National Securities Depository Limited and CentralDepository Services (India) Limited.

The dividend payout as proposed is in accordance with the Company’s policy to paysustainable dividend linked to long term performance, keeping in view the capital needsfor the Company’s growth plans and to achieve optimal financing of such plans throughinternal accruals.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the listing agreement with the stock exchanges in India, is presentedin a separate section forming part of the Annual Report.

The Company has entered into various contracts in the area of infrastructure and valueadded service businesses. Some of them have already been completed and benefits of thesame have already been started accruing. Contracts under progress are periodicallyreviewed by the Board.

(i) Conversion of warrants

Pursuant to approval of the members of the Company accorded through postal ballot onJune 24, 2009, the Company allotted 4,29,00,000 warrants at Rs. 928.89 each (including apremium of Rs. 918.89 per equity share) on preferential basis to one of the promotercompanies, AAA Project Ventures Private Limited (AAAPVPL), on July 9, 2009.

During the year, AAAPVPL subscribed to equity shares of the Company on exercise ofoption attached to warrants, whereupon the Company allotted 2,25,50,000 equity shares tothe warrant holder. Consequent upon the allotment of these shares, the paid-up capital ofthe Company increased to 26,74,20,262 equity shares.

AAAPVPL did not opt for conversion of balance 7,50,000 options and accordingly, thesame stand lapsed.

(ii) Buy-back of shares

Pursuant to the resolution passed by the Board of Directors of the Company and inaccordance with the provisions of the Companies Act, 1956 and the Securities and ExchangeBoard of India (Buy-back of Securities) Regulations, 1998, the Company made a Publicannouncement to buy-back the equity shares of the Company at a maximum price of Rs. 725per equity share, up to an amount not exceeding 10 per cent of the paid-up equity sharecapital and free reserves (including securities premium) of the Company, i.e. up to Rs.1,000 crore. The buy-back offer opened from April 11, 2011 and shall remain open untiltwelve months from the date of the resolution passed by the Board of Directors i.e.February 13, 2012 or when the Company completes the Buy-back to the extent of Rs. 1,000crore or if the Board opts to close the Buy-back upon reaching 25% of the maximum offersize, whichever is earlier. The Company, up to the date of this report, bought-back18,00,000 equity shares at an aggregate amount of Rs. 115.58 crore. Consequently, thepaid-up equity share capital of the Company declined from Rs. 267.42 crore to Rs. 265.62crore as on May 27, 2011.

(a) Withdrawal of Scheme of Arrangement

The Scheme of Arrangement dated May 9, 2009, envisaging transfer of various operatingdivisions of the Company, viz., Dahanu Thermal Power Station division, Goa and SamalkotPower Stations division, Power Transmission division, Power Distribution division, TollRoads division and Real Estate division to its respective resulting six wholly ownedsubsidiaries 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 twoyears and subsequent changes in the business environment, the proposal was no longerconsidered relevant and the same was withdrawn on March 25, 2011 with the approval of theHon’ble Bombay High Court. The withdrawal of the Scheme would not impact theprofitability or business of the Company.

(b) Scheme of Amalgamation of Reliance Infraprojects Limited

Reliance Infraprojects Limited, a wholly owned subsidiary of the Company wasamalgamated with the Company with effect from May 21, 2011 in terms of the Scheme ofAmalgamation (‘Scheme’) sanctioned by the Hon’ble Bombay High Court videorder 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) hadfiled an appeal in the Hon’ble Supreme Court which admitted it and directed TPC todeposit Rs. 227 crore (being 50 per cent of the amount of refund including interestup to December 31, 2006) as per the order of the Appellate Tribunal for Electricity andfurnish a bank guarantee for Rs. 227 crore. The Company was permitted to withdraw theamount after giving an undertaking to repay the amount, if required, without demur, on thefinal order being passed. The Company, after giving such an undertaking received Rs. 227crore on March 12, 2007. The Company is yet to receive further order from the Hon’bleSupreme 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 onOctober 6, 2010 inviting Expression of Interest (EOI) from parties interested in obtaininglicense for supply of power in RInfra’s area of supply in suburbs of Mumbai. SinceMERC did not respond to clarification on whether the said Notice is an invitation forissue of parallel license in RInfra’s area or whether the same intends to replace theexisting license, the Company filed a writ petition in the Bombay High Court as well asbefore the Appellate Tribunal for Electricity, against the EOI seeking an immediate stayon the same. The hearing is pending.

Meanwhile, the Company filed a petition before MERC seeking renewal / extension of itslicense by extending the period by 25 years from August 16, 2011. MERC vide its orderdated April 1, 2011, directed the Company to file an application for fresh licence underthe Electricity Act, 2003, instead of amendment of licence. As directed by MERC, theCompany filed an application for fresh licence on April 25, 2011. The licence applicationhas been admitted by MERC after technical validation in the presence of consumerrepresentatives 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.02/2011dated February 8, 2011, copies of the Balance Sheet, Profit and Loss Account, Report ofthe Board of Directors and Auditors of the subsidiary companies are not being attached tothe Balance Sheet of the Company. The financial information of the subsidiary companies asrequired by the above circular is disclosed under ‘Financial Information ofSubsidiary Companies’, which forms part of the Annual Report.

The Company will make available hard copies of Annual Accounts of the subsidiarycompanies and related detailed information to the shareholders of the Company seeking thesame.

The annual accounts of the subsidiary companies will also be kept for inspection by anyshareholders at the Registered Office of the Company and that of respective subsidiarycompanies.

Further, pursuant to Accounting Standard (AS) -21 prescribed under the Companies(Accounting Standards) Rules, 2006 and Listing Agreement as prescribed by the Securitiesand Exchange Board of India, Consolidated Financial Statements presented by the Companyinclude financial information of subsidiary companies, which forms part of the AnnualReport.

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 LeenaSrivastava, Directors of the Company retire by rotation and being eligible offerthemselves for re-appointment.

Shri R R Rai was appointed as an Additional Director in terms of Section 260 of theCompanies Act, 1956 effective from May 10, 2011. He holds office up to the date of theensuing AGM. The Company has received a notice in writing from a member proposing thecandidature of Shri R R Rai for the office of a Director of the Company, liable to retireby rotation and accordingly, his candidature for appointment as a Director has beenincluded in the Notice convening the AGM.

Brief resume of all directors, including those proposed to be appointed at the ensuingAGM, nature of expertise in specific functional areas and names of companies in which theyhold directorships and/or memberships/chairmenship of Committees of the Board,shareholding and relationships between directors, inter se, if any, as stipulated underClause 49 of the listing agreement with the Stock Exchanges in India, is provided in thereport 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, withrespect to the Directors’ Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial year ended March 31,2011, the applicable Accounting Standards have been followed along with properexplanations relating to material departures;

ii. the Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31, 2011 and of the profit ofthe Company for the year under review;

iii. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and

iv. the Directors had prepared the annual accounts for the financial year ended March31, 2011, on a ‘going concern’ basis.

Group

Pursuant to an intimation received from the Promoters, the names of the Promoters andentities comprising ‘Group’ as defined under the Monopolies and RestrictiveTrade 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 Statementsreceived from subsidiaries, joint ventures and associates, as approved by their respectiveboard of directors have been prepared in accordance with the Accounting Standard (AS) - 21on ‘Consolidated Financial Statements’ read with Accounting Standard (AS) - 23on ‘Accounting for Investments in Associates’ and Accounting Standard (AS) - 27on ‘Financial Reporting of Interests in Joint Ventures’, notified under Section211 (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 theensuing AGM and are eligible for re-appointment.

The Company has received letters from M/s. Haribhakti & Co., Chartered Accountantsand M/s. Pathak H D & Associates, Chartered Accountants, to the effect that theirappointment, if made, would be within the prescribed limits under Section 224 (1B) of theCompanies Act, 1956, and that they are not disqualified for such appointment within themeaning of Section 226 of the Companies Act, 1956.

The observations and comments given by Auditors in their report read together withnotes to Accounts are self explanatory and hence do not call for any further commentsunder Section 217 of the Companies Act, 1956.

Cost Auditor

Pursuant to the direction of the Central Government that the cost accounts maintainedby the Company be audited by a cost auditor, the Company has appointed M/s. V J Talati& Company, Cost Accountants, for conducting the cost audit for the generation,transmission and distribution of electricity businesses of the Company for the financialyear ended March 31, 2011.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with theCompanies (Particulars of Employees) Rules, 1975 and the Companies (Particular ofEmployees) Amendment Rules, 2011, the names and other particulars of employees are set outin the Annexure to the Directors’ Report. However, having regard to the provisions ofSection 219(1)(b) (iv) of the Companies Act, 1956, the Annual Report excluding theaforesaid information is being sent to all the members of the Company and others entitledthereto. Any member interested in obtaining such particulars may write to the CompanySecretary 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 217(1)(e) of theCompanies Act, 1956, read with the Companies (Disclosure of Particulars in the Report ofBoard 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 andCode of Conduct which has set out the systems, processes and policies conforming tointernational standards. The report on Corporate Governance as stipulated under Clause 49of 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., CharteredAccountants and M/s. Pathak H D & Associates, Chartered Accountants confirmingcompliance with conditions of Corporate Governance as stipulated under clause 49 of thelisting agreement, is attached to this Report.

Acknowledgment

Your directors would like to express their sincere appreciation of the co-operation andassistance received from shareholders, debentureholders, bankers, financial institutions,government authorities, regulatory bodies and other business constituents during the yearunder review. Your Directors also wish to place on record their deep sense of appreciationfor the commitment displayed by all executives, officers and staff of the Company,resulting in the successful performance of the Company during the year.

A. Conservation of Energy

I a. Energy conservation measures taken at Distribution Division and offices

i. Awareness of seminars and e-bulletin for employees and consumers on various aspectsof energy conservation opportunities including use of BEE star labeled energy efficientappliances, energy efficient building construction, use of renewable energy sources.

ii. Installation of energy efficient lighting technologies such as Light EmittingDiodes (LED), higher efficiency T5 FTL lamps, CFL, electronic choke and efficient fixtureswith better ergonomics for lighting.

iii. Installation of variable capacitors (APFC panels) at substations and LT fixedcapacitors at office buildings for improvement of power factor and loss reduction.

b. Additional investment and proposals being implemented

i. Installation of Light Pipe technology for efficient use of natural light reducingenergy consumption for artificial lighting

ii. Installation of solar lighting and solar water heating systems in buildingroof-tops

iii. Replacement of old inefficient Air Conditioning units with energy efficient 5starsplit air Conditioning units

c. Impact of the measures outlined at (a) and (b) above for reduction of energyconsumption and consequent impact on the cost of production of goods

i. Reduction in energy consumption

ii. Demand reduction during peak period

iii. Increased energy conservation awareness among employees and customers.

II a. Energy conservation measures taken at Power Stations and offices

• Energy Audit of Power Plant systems consisting of main process and equipments

• Replacement of Turbine HP Module during annual overhaul of Dahanu Thermal Powerstation

• Implementation of Energy Management System, BS EN 16001:2009

• Installation of VFD in pump motors

• Development of energy management system by installation of communicable Energymeters for LT auxiliaries

• Installation of additional Cooling Tower cells at Samalkot Power Plant

• Modifying cooling tower makeup system from motor driven pumping to gravitysystem

• Gas Turbine Up rate at Goa Power Plant

• HRSG HP Evaporator re-engineering / installation at Goa Power Plant

• De-staging of High pressure boiler feed pump

• Replacement of auxiliary cooling water pump bowl assembly with higher efficiencyone

• Introduction of high efficiency nozzles and drift eliminator in cooling tower

• Installation of solar water heater system in colony residence and 2HP solarwater pump

• Replacement of Conventional lighting system by CFLs/LED at various locations

b. Additional investment and proposals being implemented

• Replacement of street lights with energy efficient lights

• Additional cooling tower cells

• Conversion of Naphtha based plant to Gas based plant c. Impact of the measuresoutlined at (a) and (b) above for reduction of energy consumption and consequent impact onthe cost of production of goods

• Improvement in plant Heat Rate.

• Reduction in auxiliary power consumption.

• Improvement in cycle efficiency

• Improvement in system reliability

• Increased energy conservation awareness among employees and customers.

1. Distribution Division

Areas in which R&D was carried out

• IIT Mumbai is appointed as a consultant for Network Management - 2030 road map -study in fields such as load forecasting, network design, technology uses and validationof existing practices.

• Receiving station layout design optimization study and standardizationcompleted.

• Redesigning LT Pillar for theft prone areas fitted with flush mounted doubledoor, insulated bus bars, Moulded Case Circuit Breakers and Miniature Circuit Breakers,electronic lock and night vision camera with communication system.

• Piranha connectors- Insulation piercing type and fully waterproof, analternative to bus bar type mini-pillars.

• Introduction of Cable route tracer and locator for exact identification ofunderground cables.

• Insulcoat for Air Bus bars 11kV Switchgear – All 11 kv air insulatedswitchgears were insulated with new type of paint for moisture proofing.

• New statistical tool designed to arrive at effective LT cable load on system.

• Improving the Operation & Maintenance (HT and LT) processes throughimplementation of network management systems.

Benefits derived

• Building world class infrastructure with the help of Indian Institute ofTechnology, Mumbai to meet the ever increasing demand of Mumbai and customer satisfactionwith the help of new advanced technologies and energy efficient equipment.

• Enhanced probability of getting receiving station space and optimum use of suchspaces on account of receiving station optimization study and building the best-in-classinfrastructure for Mumbai

• Redesigning Low tension Pillar - For improvement in safety, quality and theftprevention in theft prone areas

• Piranha connectors - For improvement in safety, quality, space reduction andtheft prevention from Low tension mini pillars. This being water proof, it helps duringmonsoon.

• Cable locator and Marker - For improvement in cable identification process,prevent potential damage to the cable and improve the personnel safety.

• Insulcoat - Reduction in failures of air bus bar switch gears during monsoon dueto moisture absorption.

• Statistical tool - better network planning and LT network management.

• HT & LT network management system - Improved measurement for reliabilityindices at a defined level to pinpoint exact area of improvement. Measurement of equipmentavailability thereby introducing the concept of reliability centered maintenance andautomation of basic LT.

Future plan of action

• Implementation of Substation monitoring system

• Implementation of 33KV outlet evacuation program in view of new EHV stations,in-order to reduce the technical losses and improve the reliability

• Introduction of new fuse strip type pillar with enhanced safety arrangements

2. Transmission Division

Areas in which R&D was carried out

• Hot line maintenance

• Polymer Insulators

Benefits derived

• Replacement of insulator strings, repositioning of vibration dampers, tighteningof nut-bolts and jumpers can be carried out without outage and down time.

• Installation of polymer insulators will reduce insulator failures and improvereliability.

Future plan of action

• Installation of online Dissolved Gas Analyzer for all 220 KV Transformer.

• Introduction of 220 kV cables for new EHV stations.

• Introduction of 33 kV and 220 kV GIS at proposed EHV stations at Gorai, NagriNivara Parishad, Goregaon (E), Goregaon (W) and Chembur.

3. Power Plants

Areas in which R&D was carried out

• Installation of new off-line water wash nozzles in Gas Turbine

• Dry ice blasting for cleaning of Heat Recovery Steam Generator(HRSG) coilsurface.

• Replacements of Cooling Tower Cell fill with improved design and drifteliminators.

• Flue Gas Heat Recovery

• LLDPE (Linear low density polyethylene) and HDPE (High Density Polyethylene)lining is used to prevent the leachate to enter into the ground water thereby preventingits contamination.

• Renolith is being used in BTG laydown area and Reinforcement Yard for providinga firm surface for Equipment storage

• Use of 30-35 % of fly ash at all RMC Plants for construction of Power plantstructures.

• Use of Fly Ash Blocks (Fly Ash ~ 50- 60%) for construction of Boundary wall& Building for all UMPP.

• Performance improvement of Gas Turbine / HRSG

• Performance improvement of cooling tower

• Energy savings

• Heat Recovery

• Resource conservation

• Better utilization of fly ash

• Improved unit heat rate

Future plan of action

• Setting of coarse ash grinding system in order to utilize coarse ash gainfully.

• Interconnection of Chillers of Inlet air of Gas Turbine.

• Study on Feasibility of LNG and CNG as alternate fuel for Gas Turbine.

• Design of Main Control room with modern concepts, including Large Video Displaysadopted to enhance ease of Operation and enable faster response.

• Adoption of Wireless communication, typically for Communication between RawWater Intake system PLC system (located at a distance from main plant) and in plant watertreatment PLC system.

4. Expenditure incurred on R&D

1. Efforts, in brief, made towards technology absorption, adaption and innovation

• Upgradation of EHTC control of governing system.

• CDMA (Code Division Multiple Access) technology for Automated Remote Metering atGoa Distribution.

2. Benefits derived as a result of the above efforts

• Increase in the reliability of governing and related system (HPBP, TSI, LPBP& Axial shift will improve for long run). Testing and modifications will be userfriendly.

• Overall reduction in billing system cycle time, manpower, manual errors. Valueaddition for consumers

• Improved power station reliability

1. Efforts, in brief, made towards technology absorption, adaptation and innovation

• Installation of energy efficient centrifugal compressors for Instrumentation andService air requirement.

• Installation of higher efficiency concrete involute pumps for Sea Water Intakesystem and Cooling Water system application.

• Adoption of ground improvement techniques for improving the load bearingcapacity of soil mainly in coastal areas where soil conditions are poor.

• Use of Over Land Coal Conveyor system in place of conventional Railtransportation system for better availability and reliability.

• Use of Pre-fabricated structures in place of site fabricated structures toreduce erection time.

• Installation of GIS Switchyard which has an advantage in terms of spaceconservation, reliability and better performance in corrosive environment.

• Installation of transmission system at 765 KV for reducing transmission losses.

• Intelligent Generator Circuit Breaker online condition monitoring device forearly warning for maintenance requirement and thereby enhancing equipment life.

• Extensive use of better efficiency tube shaped florescent lamp with electronicballasts and CFL lamps, at projects and offices.

• Application of Wireless Technology for Monitoring and Controlling Raw WaterIntake Pumps

• Adoption of attached Growth Technology as against Activated Sludge Concept forSewage Treatment System.

• Use of Condensed Aerosol suppression system for all Remote controlled ControlRooms envisaged.

2. Benefits derived as a result of the above efforts

• Performance improvement of Service Air system and associated equipment.

• Better performance of pumps with sea water application.

• Better life expectancy of equipment in adverse conditions.

• Ground improvement techniques are cost effective as compared to Piling.

• Dedicated systems and better reliability as compared to conventional systems.

• Approach to adopt Eco-friendly systems with higher factor of safety.

c. Information regarding Imported Technology

D. Foreign Exchange earnings and outgo

a. Activities relating to export, initiatives taken to increase exports, development ofnew export markets for products and services, and export plants:

The Company is not engaged in export activities.

b. Total foreign exchange earnings and outgo for the financial year are as follows:

To the Members of Reliance Infrastructure Limited

We have examined the compliances of the conditions of Corporate Governance by RelianceInfrastructure Limited (‘the Company’)for the year ended March 31, 2011, asstipulated in clause 49 of the listing agreements of the Company with the Stock Exchangesin India.

The compliance of conditions of Corporate Governance is the responsibility of theCompany’s management. Our examination was carried out in accordance with the GuidanceNote on Certification of Corporate Governance (as stipulated in Clause 49 of the ListingAgreement), issued by the Institute of Chartered Accountants of India and was limited toprocedures and implementation thereof, adopted by the Company for ensuring the compliancesof the conditions of Corporate Governance. It is neither an audit nor an expression ofopinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanationsgiven to us, we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in Clause 49 of the above mentioned Listing Agreements.

We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company.