Annual Report 2009 - 2010

RELIANCE FRESH LIMITED

Reliance Fresh Limited

Directors Report
Dear Members, Your Directors are pleased to present the Eleventh Annual Report and the Audited Accounts for the year ended March 31, 2010. Financial Results: The financial performance of the Company for the financial year ended March 31, 2010 is summarized below: (Rs. in lakh) 2009-2010 Profit/(Loss) before Depreciation, Interest and Tax Less: Interest Depreciation Profit /(Loss) before Tax Less: Provision for Fringe Benefit Tax Deferred Tax Profit/ (Loss) after Tax Add: Balance brought forward from previous year Balance carried to Balance Sheet Operational Review: During the year under the review, the Company has maintained its robust growth as a 'value retailer' dealing in a variety of superior quality food and non-food products at affordable prices. The Company's 'Reliance Fresh' stores offer wide assortment of products including private label products which are highly trusted, catering to the needs of the entire family. The Company has incurred a loss of Rs. 13,516.41 lakh for the financial year ended March 31, 2010. With the optimisation of resources and further scaling up of retail store operations, the Company is confident of posting better results in the future. The Company had applied to the Central Government seeking exemption from presenting the information as per paras 3(i)(a) and 3(ii)(b) of Part II of Schedule VI to the Companies Act, 1956. The Company has received Orders no. 46/84/2009-CLIII dated 14.05.2010 and no. 46/74/2010-CL-III dated 14.05.2010 of the Ministry of Corporate Affairs, Government of India granting the exemption from making the above disclosures respectively for the financial years ended on 31.03.2009 and 31.03.2010. 2008-2009 Dividend: Your directors have not recommended any dividend on equity shares for the year under review. Subsidiary Company: The audited statements of accounts all the subsidiaries, namely Reliance F&B Services Limited, Retail Concepts & Services (India) Limited, Delight Proteins Limited, Reliance Petro Marketing Limited and LPG Infrastructure (India) Limited, together with the Reports of the Board of Directors and Auditors for the year ended 31st March, 2010 are attached as required under Section 212 of the Companies Act, 1956. Directors: Shri Gunender Kapur resigned from the office of Director of the Company with effect from March 31, 2010. The Board wishes to place on record the valuable contribution made by him during his tenure as Director of the Company. Shri Madhavan Ganesan retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Directors' Responsibility Statement: (41,193.19) (27,676.78) Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that: (i) in the preparation of the accounts for the year ended March 31, 2010, the applicable accounting standards have been followed and there are no material departures from the same;

(15,072.19) (29,417.28) 8.05 6,628.73 16.78 5,969.81

(21,708.97) (35,403.87) 176.07 (8,192.56) (10,649.63) (13,516.41) (24,930.31) (27,676.78) (2,746.47)

(ii) the Directors have 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 at the end of the financial year and of the loss of the Company for the year under review; (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; (iv) the Directors have prepared the accounts for the year ended March 31, 2010 on a 'going concern' basis.

Reliance Fresh Limited

Auditors: During the year, Messrs S.R. Batliboi & Co., Chartered Accountants, resigned as joint statutory auditors of the Company. To fill this vacancy, Messrs S.V. Ghatalia & Associates, Chartered Accountants, were appointed as Joint Statutory Auditors of the company. Messrs Chaturvedi & Shah, Chartered Accountants and Messrs. S. V. Ghatalia & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re appointment. The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956. Particulars of Employees: As required under 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 the employees are set out in the Annexure to this Report. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

i.

Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company. Foreign Exchange Earnings and Outgo: Foreign Exchange Earned Foreign Exchange Used - Nil - Rs. 1375.77 Lakh

ii.

Acknowledgement: Your Directors would like to express their grateful appreciation for assistance and cooperation received from Banks, Government Authorities, Customers, Vendors, Employees and Members during the year under review. For and on behalf of the Board of Directors

Raghu Pillai Director

Madhavan Ganesan Director

Place: Mumbai Date: May 18, 2010

Reliance Fresh Limited

Auditors Report
To the Members of RELIANCE FRESH LIMITED We have audited the attached Balance Sheet of RELIANCE FRESH LIMITED (the Company) as at March 31, 2010, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. 1. We have conducted our audit in accordance with the Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors Report) Order 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. Further to our comments in the Annexure referred to above, we report that: a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; The Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account; In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; e) On the basis of written representations received from the Directors as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required, and present a true and fair view in conformity with the accounting principles generally accepted in India: (i) (ii) (iii) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010; in the case of the Profit and Loss Account, of the loss for the year ended on that date; and in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. For S.V.Ghatalia & Associates Firm Registration Number: 103162W Chartered Accountants

f)

2.

For Chaturvedi & Shah Firm Registration Number: 101720W Chartered Accountants

3.

Amit Chaturvedi Partner Membership No.: 103141 Place: Mumbai Date: April 22, 2010

per Sudhir Soni Partner Membership No.: 41870 Place: Mumbai Date: April 22, 2010

b)

c)

d)

Reliance Fresh Limited

Annexure referred to in paragraph 2 of our report of even date

Re: Reliance Fresh Limited ('the Company')

1.

a)

The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. 6. Fixed assets have been physically verified by the management in a phased periodical manner as per regular programme of verification, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification. There are no substantial disposals of fixed assets during the year. 9.

Report) Order 2003, (as amended) is not applicable to the Company. The Company has not accepted any deposit from the public. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business. To the best of our knowledge and as explained to us, the Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956. In respect of statutory dues: a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, salestax, wealth-tax, service tax, customs duty, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, cess and other undisputed statutory dues were outstanding, as at March 31, 2010 for a period of more than six months from the date they became payable. According to the information and explanation given to us, there are no dues of sales tax, income tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

b)

7.

8.

c)

2.

In respect of its inventories: a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory.

b)

c)

3.

The Company has neither granted nor taken any loan, secured or unsecured to/from companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of clause (iii) (b), (c), (d), (f), (g) of the Companies (Auditors Report) Order 2003, (as amended) are not applicable to the Company. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and also for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. According to information and explanation given to us, there are no contracts or arrangements referred to in section 301 of the Companies Act. 1956 that need to be entered into the register maintained under section 301. Therefore, the provisions of clause (v) (b) of the Companies (Auditors

b)

4.

10. The Companys accumulated losses at the end of the financial year are more than fifty per cent of its net worth. The Company has incurred cash loss in the current financial year and also in the preceding financial year. 11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks. The Company has not borrowed any funds from financial institutions or debenture holders during the year under audit. 12. In our opinion and according to the explanations given to us and based on the information available, no loans and

5.

Reliance Fresh Limited

Annexure referred to in paragraph 2 of our report of even date

Re: Reliance Fresh Limited ('the Company')

advances have been granted on the basis of security by way of pledge of shares, debentures and other securities. 13. In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order 2003, (as amended) are not applicable to the Company. 14. The Company has maintained proper records of transactions and contracts in respect of dealing and trading in shares, securities, debentures and other investments and timely entries have been made therein. All the shares, securities, debentures and other investments have been held by the Company in its own name. 15. According to information and explanation given to us the Company has not given any guarantee for loans taken by others from bank or financial institutions. Therefore, the provisions of Clause (xv) of Companies (Auditors Report) Order 2003, (as amended) are not applicable. 16. The term loans raised by the company were applied for the purpose for which loans were obtained. 17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered under Register maintained under section 301 of the Companies Act, 1956. 19. The Company did not have any outstanding debenture during the year. 20. The Company has not raised any monies by way of public issue during the year. 21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we have not come across any instance of material fraud on or by the Company, noted or reported during the course of our audit. For Chaturvedi & Shah Firm Registration Number: 101720W Chartered Accountants For S.V.Ghatalia & Associates Firm Registration Number: 103162W Chartered Accountants

Amit Chaturvedi Partner Membership No.: 103141 Place: Mumbai Date: April 22, 2010

per Sudhir Soni Partner Membership No.: 41870 Place: Mumbai Date: April 22, 2010

Reliance Fresh Limited

Reliance Fresh Limited Balance Sheet as at 31st March, 2010

(Rs. in lakh) Schedule SOURCES OF FUNDS Shareholders Funds Share Capital Loan Funds Secured Loans Unsecured Loans TOTAL APPLICATION OF FUNDS Fixed Assets Gross Block Less: Depreciation Net Block Capital Work-in-Progress Investments Deferred Tax Assets Current Assets, Loans and Advances Current Assets Inventories Sundry Debtors Cash and Bank Balances \Loans and Advances Less : Current Liabilities and Provisions Current Liabilities Provisions Net Current Assets Profit and Loss Account TOTAL Significant Accounting Policies Notes on Accounts As per our Report of even date For Chaturvedi & Shah Chartered Accountants M N For and on behalf of the Board For S.V.Ghatalia & Associates Chartered Accountants Raghu Pillai Director D 71,513.50 11,327.32 60,186.18 52,887.51 E 113,073.69 49.00 20,104.73 F 21,467.06 5,221.87 1,793.64 28,482.57 21,052.82 49,535.39 13,313.34 549.78 13,863.12 35,672.27 41,193.19 210,092.88 17,392.79 5,536.86 736.40 23,666.05 14,720.67 38,386.72 14,204.25 785.89 14,990.14 23,396.58 27,676.78 177,687.67 66,645.73 5,923.62 60,722.11 53,931.03 114,653.14 49.00 11,912.17 As at 31st March, 2010 As at 31st March, 2009

A B C 58.93 210,028.95

5.00 109.25 177,573.42 210,087.88 210,092.88

5.00

177,682.67 177,687.67

Amit Chaturvedi Partner Membership No. 103141 Mumbai Dated : 22nd April, 2010

per Sudhir Soni Partner Membership No. 41870

Madhavan Ganesan Director

Reliance Fresh Limited

Reliance Fresh Limited Profit and Loss Account for the year ended 31st March, 2010
(Rs. in lakh) Schedule INCOME Turnover Less: Service Tax Recovered Other Income Variation in Stocks I J 208,398.97 125.65 208,273.32 128.48 4,418.19 212,819.99 EXPENDITURE Purchases Operating and Other Expenses Interest and Finance charges Depreciation K L 186,105.44 41,786.74 8.05 6,628.73 234,528.96 Profit/ (Loss) before Tax Provision for Fringe Benefit Tax Provision for Deferred Tax Profit/ (Loss) after Tax Add: Balance brought forward from Previous Year Balance carried to Balance Sheet Basic and Diluted Earnings per Share of face value of Rs 10 each (in Rupees) (Refer Note 8, Schedule N) Significant Accounting Policies Notes on Accounts M N (21,708.97) (8,192.56) (13,516.41) (27,676.78) (41,193.19) (27,032.82) 164,110.84 42,251.46 16.78 5,969.81 212,348.89 (35,403.87) 176.07 (10,649.63) (24,930.31) (2,746.47) (27,676.78) (49,860.62) 177,806.20 25.85 177,780.35 132.47 (967.80) 176,945.02 2009-10 2008-09

As per our Report of even date For Chaturvedi & Shah Chartered Accountants For S.V.Ghatalia & Associates Chartered Accountants

For and on behalf of the Board Raghu Pillai Director

Amit Chaturvedi Partner Membership No. 103141 Mumbai Dated : 22nd April, 2010

per Sudhir Soni Partner Membership No. 41870

Madhavan Ganesan Director

Reliance Fresh Limited

Reliance Fresh Limited Cash Flow Statement for the year 2009-10
(Rs. in lakh) 2009-10 A: CASH FLOW FROM OPERATING ACTIVITIES Net Profit/ (Loss) before tax as per Profit and Loss Account Adjusted for: (Profit)/ Loss on sale/ Discarding of Assets (net) Depreciation Effect of Exchange Rate Change Interest Income Interest and Finance Charges Operating Profit before Working Capital Changes Adjusted for: Trade and Other Receivables Inventories Trade Payables Cash Generated from Operations Taxes Paid Net Cash used in Operating Activities B: CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets Sale/ Decapitalisation of Fixed Assets Purchase of Investments Loan to Subsidiaries Interest Income Net Cash used in Investing Activities C: CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Long Term Borrowings Repayment of Long Term Borrowings Interest Paid Net Cash from Financing Activities Net Increase/ (Decrease) in Cash and Cash Equivalents Opening Balance of Cash and Cash Equivalents Closing Balance of Cash and Cash Equivalents (21,708.97) 1,424.96 6,628.73 (1.35) (38.32) 8.05 8,022.07 (13,686.90) 2,111.99 (4,074.27) (1,777.16) (3,739.44) (17,426.34) (119.12) (17,545.46) (10,031.87) 4,209.12 (8,010.03) 38.32 (13,794.46) 10,192.58 (47.49) (121,294.14) (111,149.05) (140,004.80) (176.07) (140,180.87) (16,379.29) 1,166.10 5.00 (2,446.47) 5.20 (17,649.46) 566.73 5,969.81 (5.20) 16.78 6,548.12 (28,855.75) 2008-09 (35,403.87)

198,146.30 (165,741.09) (8.05) 32,397.16 1,057.24 736.40 1,793.64

182,251.55 (26,384.38) (16.78) 155,850.39 (1,979.94) 2,716.34 736.40

As per our Report of even date For Chaturvedi & Shah Chartered Accountants For S.V.Ghatalia & Associates Chartered Accountants

For and on behalf of the Board Raghu Pillai Director

Amit Chaturvedi Partner Membership No. 103141 Mumbai Dated : 22nd April, 2010

per Sudhir Soni Partner Membership No. 41870

Madhavan Ganesan Director

Reliance Fresh Limited

Schedules forming part of the Balance Sheet

(Rs. in lakh) SCHEDULE A SHARE CAPITAL As at 31st March, 2010 As at 31st March, 2009

Authorised 50 000 Equity Shares of Rs. 10 each (50 000) TOTAL Issued, Subscribed, Called up and Paid-up Fully Paid-up 50 000 Equity Shares of Rs. 10 each (50 000) TOTAL

5.00 5.00

5.00 5.00

5.00 5.00

5.00 5.00

Note: All the above 50 000 (Previous Year 50 000) Equity Shares of Rs. 10 each are held by Reliance Retail Limited, the holding company along with its nominees. (Rs. in lakh) SCHEDULE B SECURED LOANS Term Loans from Banks: Rupee Loans * TOTAL 58.93 58.93 109.25 109.25 As at 31st March, 2010 As at 31st March, 2009

* Loans are secured by hypothecation of vehicles. (Rs. in lakh)

SCHEDULE C UNSECURED LOANS Long Term Loan From holding company

As at 31st March, 2010

As at 31st March, 2009

210,028.95

177,573.42

TOTAL

210,028.95

177,573.42

10

SCHEDULE D (Rs. in lakh) Gross Block As at 1st April, 2009 7,818.54 12,973.77 30,858.80 1,238.84 168.97 13,586.81 66,645.73 45,112.08 23,881.24 2,347.59 66,645.73 4.89 5,969.81 51.08 11,726.88 6,859.11 71,513.50 5,923.62 6,628.73 1,225.03 1,584.19 1,076.49 14,094.51 1,767.22 1,861.97 355.75 3,273.44 11,327.32 5,923.62 18.49 63.16 124.30 16.05 15.49 11.29 20.25 2,009.97 116.15 3,132.66 81.83 162.15 13.32 230.66 3,566.05 3,361.73 31,063.12 2,245.55 2,465.64 481.53 4,229.66 26,833.46 2,902.00 104.05 10,821.07 60,186.18 60,722.11 52,887.51 2,788.07 1,479.73 14,282.11 582.04 694.34 129.52 1,146.86 13,135.25 1,760.11 761.85 8,816.80 1,230.93 1,429.14 233.62 2,426.45 6,390.35 6,587.61 12,391.73 28,613.25 1,157.01 152.92 11,819.59 60,722.11 45,107.19 53,931.03 A d d i t i o n s Deductions / As at A d j u s t m e n t s 31st March, 2010 Upto For the Year D e d u c t i o n s / Upto As at 31st March, 2009 A d j u s t m e n t s 31st March, 2010 31st March, 2010 As at 31st March, 2009 Depreciation Net Block

FIXED ASSETS

Description

Plant and Machinery

Reliance Fresh Limited

Electrical Installations

Equipments

Furniture and Fixtures

Vehicles

Leasehold

Improvements

Total

Previous year

Schedules forming part of the Balance Sheet

Capital Work-in-Progress

Notes:

Capital Work-in-Progress includes:

i)

Rs.216.83 lakh (Previous Year Rs. 282.16 lakh) on account of Advance against Project Contracts.

ii)

Rs.20,545.50 lakh (Previous Year Rs. 14,688.24 lakh) on account of Project Development Expenditure.

iii) Rs.18,103.70 lakh (Previous Year Rs.17,662.39 lakh) on account of construction materials at site.

Reliance Fresh Limited

11

Schedules forming part of the Balance Sheet

(Rs. in lakh) As at 31st March, 2009

SCHEDULE E INVESTMENTS LONG TERM INVESTMENTS Other Investments - Unquoted, fully paid up In Equity Shares of Subsidiary Companies *

As at 31st March, 2010

50 000 Delight Proteins Limited of Rs. 10 each (50 000)

5.00

5.00

50 000 Reliance F & B Services Limited of Rs. 10 each (50 000)

5.00

5.00

50 000 Retail Concepts & Services (India) Limited of Rs. 10 each (50 000) 50 000 Reliance Petro Marketing Limited of Rs. 10 each (50 000) TOTAL

34.00

34.00

5.00

5.00

49.00

49.00

Aggregate Value of Unquoted Investments

Book value 49.00

Book value 49.00

Note: * Investment in companies under the same manangement.

12

Reliance Fresh Limited

Schedules forming part of the Balance Sheet

(Rs. in lakh) SCHEDULE F CURRENT ASSETS INVENTORIES Stores and Packing Materials Traded Goods 816.19 20,650.87 21,467.06 SUNDRY DEBTORS (Unsecured and Considered Good) Over six months Others CASH AND BANK BALANCES Cash in Hand Balance with Scheduled Banks In Current Accounts In Fixed Deposit Accounts 1,304.53 7.20 1,793.64 TOTAL 28,482.57 304.31 7.10 736.40 23,666.05 481.91 424.99
(1)

As at 31st March, 2010

As at 31st March, 2009

1,160.11 16,232.68 17,392.79

106.90 5,114.97 5,221.87

5,536.86 5,536.86

Note: (1) Includes Rs. 3,451.19 lakh (Previous Year Rs. 2,705.65 lakh) receivable from the following companies under the same management: a b c d e f g h i j Delight Proteins Limited Reliance Agri Product Distribution Limited Reliance Autozone Limited Reliance Corporate IT Park Limited Reliance Hypermart Limited Reliance Trends Limited Reliancedigital Retail Limited Reliance-Grand Vision India Supply Private Limited Reliance-Vision Express Private Limited Retail Concepts & Services (India) Limited

Reliance Fresh Limited

13

Schedules forming part of the Balance Sheet

(Rs. in lakh) SCHEDULE G As at 31st March, 2010 As at 31st March, 2009

LOANS AND ADVANCES UNSECURED - (Considered good unless otherwise stated) Loans to Subsidiary Companies Advance Income Tax (net of Provision) Advances Recoverable in Cash or in kind or for value to be received Deposits Balance with Service Tax/ Sales Tax Authorities, etc. TOTAL
(1)

10,267.30 637.45 2,206.50 5,936.81 2,004.76 21,052.82

2,257.27 518.33 2,729.59 6,656.15 2,559.33 14,720.67

(1)

Note: Includes Rs. 48.60 lakh (Previous Year Rs. Nil) receivable from the following companies under the same management. Maximum balance receivable during the year Rs. 48.60 lakh (Previous Year Rs. Nil). a Reliance Agri Product Distribution Limited b Reliance Food Processing Solution Limited c Reliance Home Store Limited d Reliance Wellness Limited

14

Reliance Fresh Limited

Schedules forming part of the Balance Sheet

(Rs. in lakh) As at 31st March, 2009

SCHEDULE H CURRENT LIABILITIES AND PROVISIONS Current Liabilities Sundry Creditors - Micro enterprises and Small enterprises - Others
(2) (1)

As at 31st March, 2010

13,312.94 0.40 13,313.34 14,204.25 -

Interest accrued but not due on loans Provisions Provision for Leave Encashment/ Gratuity TOTAL

14,204.25

549.78 13,863.12

785.89 14,990.14

Note:
(1)

The Company has not received the required information from Suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. Hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/ payable as required under the said Act have not been made. Includes Rs. 4.40 lakh (Previous Year Rs. Nil) payable to Subsidiary company and Rs.887.23 lakh (Previous Year Rs. 235.74 lakh) for capital expenditure.

(2)

Reliance Fresh Limited

15

Schedules forming part of the Profit and Loss Account

SCHEDULE I 2009-10 OTHER INCOME Interest From Others [Tax deducted at source Rs. 529 (Previous Year Rs. Nil)] Miscellaneous Income TOTAL 38.32 90.16 128.48 5.20 127.27 132.47 (Rs. in lakh) 2008-09

SCHEDULE J 2009-10 VARIATION IN STOCKS STOCK-IN-TRADE (at close) Traded Goods STOCK-IN-TRADE (at commencement) Traded Goods TOTAL 16,232.68 4,418.19 20,650.87

(Rs. in lakh) 2008-09

16,232.68

17,200.48 (967.80)

16

Reliance Fresh Limited

Schedules forming part of the Profit and Loss Account

SCHEDULE K 2009-10 PAYMENT TO AND PROVISIONS FOR EMPLOYEES Salaries, Wages and Bonus Contribution to Provident Fund, Gratuity Fund, Superannuation Fund, Employee's State Insurance Scheme, Pension Scheme,Labour Welfare Fund etc. Employee Welfare and other amenities SALES AND DISTRIBUTION EXPENSES Samples, Sales Promotion and Advertisement Expenses Store Running Expenses Brokerage, Discount and Commission Warehousing and Distribution Expenses Sales Tax OPERATING AND ESTABLISHMENT EXPENSES Stores and Packing Materials Machinery Repairs Building Repairs and Maintenance Other Repairs Rent including Lease Rentals Insurance Rates and Taxes Travelling and Conveyance Expenses Payment to Auditors Professional Fees Loss on Sale/ Discarding of Assets Exchange Differences (Net) Security Expenses Electricity Expenses Telephone Expenses Printing and Stationery Hire Charges General Expenses Charity and Donation TOTAL SCHEDULE L INTEREST AND FINANCE CHARGES Fixed Loans Others TOTAL 3,076.82 2,530.63 (Rs. in lakh) 2008-09

309.96 541.03 3,927.81 1,339.98 5,085.38 1.24 5,430.25 6.75 11,863.60 2,482.44 570.11 1,766.42 175.05 10,143.10 61.32 815.91 147.19 6.82 235.23 1,424.96 (11.41) 1,520.23 5,435.01 437.08 90.33 487.50 207.74 0.30 25,995.33 41,786.74

168.51 325.82 3,024.96 1,677.25 5,157.38 1.70 3,136.09 28.47 10,000.89 3,030.27 18.31 2,560.18 252.96 11,261.10 27.64 1,218.16 226.16 6.00 234.27 565.71 24.26 1,711.84 5,737.83 428.52 112.09 477.22 1,332.61 0.48 29,225.61 42,251.46 (Rs. in lakh) 7.78 0.27 8.05 15.92 0.86 16.78

Reliance Fresh Limited

17

Schedules forming part of the Balance Sheet

SCHEDULE M SIGNIFICANT ACCOUNTING POLICIES 1 Basis of Preparation of Financial Statements The financial statements are prepared under the historical cost convention in accordance with the generally accepted accounting principles in India, Companies (Accounting Standards) Rules 2006 and the provisions of the Companies Act, 1956. 2 Use of Estimates The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of the assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognised in the period in which the results are known/ materialised. 3 Fixed Assets Fixed Assets are stated at cost net of CENVAT/ Value Added Tax less accumulated depreciation and impairment loss, if any. All costs attributable to Fixed Assets are capitalised. Capital Work-in-progress is stated at the amount incurred up to the date of Balance Sheet. Improvement cost on Lease premises up to the date of commercial operation is capitalised as Leasehold Improvements. 4 Depreciation Depreciation on Fixed Assets is provided on Straight Line Method at the rates and in the manner prescribed in Schedule XIV to the Companies Act, 1956 over their useful life except, leasehold improvements are amortised over the lower of estimated useful life or lease period; fire alarm system, signage and access control system are depreciated over the estimated useful life of five years and baskets are depreciated over the estimated useful life of three years. 5 Impairment of Assets An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impairment loss is charged to the Profit and Loss Account in the year in which an asset is identified as impaired. The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount. 6 7 Lease Rentals Operating lease rentals are expensed with reference to lease terms and other considerations. Foreign Currency Transactions a) b) c) d) Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction or that approximates the actual rate at the date of the transaction. Monetary items denominated in foreign currencies at the year end are restated at year end rates. Non monetary foreign currency items are carried at cost. Any income or expense on account of exchange difference either on settlement or on translation is recognised in the Profit and Loss Account except in case of long term liabilities, where they relate to acquisition of fixed assets, in which case they are adjusted to the carrying cost of such assets.

Investments Current investments are carried at the lower of cost and quoted/ fair value, computed category wise. Long Term Investments are stated at cost. Provision for diminution in the value of Long Term Investments is made only if such a decline is other than temporary.

Inventories Items of Inventories are measured at lower of cost and net realisable value, after providing for obsolescence, if any. Cost of Inventory comprises of all cost of purchase and other cost incurred in bringing them to the respective present location and conditions. Costs are determined on weighted average basis.

18

Reliance Fresh Limited

Schedules forming part of the Balance Sheet

SCHEDULE M (Contd.) 10 11 Turnover Turnover includes sale of goods, service and service tax, adjusted for discounts (net) and Value Added Tax (VAT), if any. Employee Benefits i) ii) Short term employee benefits are recognised as an expense at the undiscounted amount in the Profit and Loss Account of the year in which the related service is rendered. Post employment and other long term employee benefits are recognised as an expense in the Profit and Loss Account for the year in which the employee has rendered services. The expense is recognised at the present value of the amounts payable determined using actuarial valuation techniques. Actuarial gains and losses in respect of post employment and other long term benefits are charged to the Profit and Loss Account.

12

Provision for Current and Deferred Tax Provision for current tax is made after taking into consideration benefits admissible under the provisions of the Income-tax Act, 1961. Deferred tax resulting from "timing difference" between taxable and accounting income is accounted for using the tax rates and laws that are enacted or substantively enacted as on the Balance Sheet date. The deferred tax asset is recognised and carried forward only to the extent that there is a virtual certainty that the asset will be realised in future.

13

Provision, Contingent Liabilities and Contingent Assets Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognised but are disclosed in the notes. Contingent Assets are neither recognised nor disclosed in the financial statements.

Reliance Fresh Limited

19

Schedules forming part of the Balance Sheet

SCHEDULE N NOTES ON ACCOUNTS 1 The previous years figures have been reworked, regrouped, rearranged and reclassified wherever necessary. Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year. The Company is in the process of setting up various facilities for conducting its business. The expenditure incurred during the implementation period for bringing the Project in the condition of its intended use, is treated as Project Development Expenditure pending capitalisation and included in Capital Work-in-Progress. Capitalisation is done in the ratio of phased implementation. The neccesary details as per Part II of Schedule VI to the Companies Act, 1956 have been disclosed below: Project Development Expenditure Account (included under Capital Work-in-Progress): (Rs. in lakh) 2009-10 Opening Balance Add: (i) Payments to and Provisions for Employees - Salaries, Wages and Bonus - Contribution to Provident Fund, Gratuity Fund, Superannuation Fund, Pension Scheme etc. - Employee Welfare and other amenities (ii) Repairs and Maintenance - Machinery - Building - Other Insurance Rent including Lease Rentals Rates and Taxes Travelling and Conveyance Expenses Professional Fees Hire Charges Electricity Expenses Telephone Expenses Printing and Stationery General Expenses Net Loss on Sale of Assets 14,688.24 2008-09 5,662.36

4,205.39 215.06 241.05 4,661.50 15.21 187.51 283.13 81.43 267.73 40.19 121.91 232.41 32.34 21.90 74.86 10.99 48.14 6,079.25

5,771.12 244.00 375.46

(iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii)

5.58 209.01 403.09 146.40 1,970.70 156.66 586.46 381.45 126.38 179.85 141.23 44.01 720.08 13.81 11,475.29 0.60

Less: Other Interest Less: Capitalised during the year Closing Balance 3 4 Turnover includes Income from Services of Rs.1378.10 lakh (Previous year Rs. 299.84 lakh)

221.99 20,545.50

2,448.81 14,688.24

The Company is mainly engaged in Organised Retail in India. All the activities of the Company revolve around this main business. Accordingly, the Company has only one identifiable segment reportable under Accounting Standard 17 Segment Reporting, notified in the Companies (Accounting Standards) Rules 2006. As per Accounting Standard 15 Employee Benefits notified in the Companies (Accounting Standards) Rules 2006, the disclosures of employee benefits as defined in the Accounting Standard are given below:

20

Reliance Fresh Limited

Schedules forming part of the Balance Sheet

SCHEDULE N (Contd.) Defined Contribution Plan Contribution to Defined Contribution Plan, recognised are charged off/ capitalised for the year are as under: 2009-10 Employers Contribution to Provident Fund Employers Contribution to Superannuation Fund Employers Contribution to Pension Scheme Defined Benefit Plan The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognised in the same manner as gratuity.The Company operates post retirement benefit plans as follows: I. Reconciliation of opening and closing balances of Defined Benefit obligation (Rs. in lakh) Gratuity (Unfunded) 2009-10 Defined Benefit obligation at beginning of the year Current Service Cost Interest Cost Actuarial (gain)/ loss Benefits paid Defined Benefit obligation at year end II. Reconciliation of fair value of assets and obligations (Rs. in lakh) Gratuity (Unfunded) 2009-10 Fair value of plan assets Present value of obligation Amount recognised in Balance Sheet 294.72 294.72 2008-09 123.96 123.96 Leave Encashment (Unfunded) 2009-10 255.06 255.06 2008-09 662.35 662.35 123.96 85.37 9.22 78.31 (2.14) 294.72 2008-09 232.18 54.06 18.57 (180.85) 123.96 Leave Encashment (Unfunded) 2009-10 662.35 58.28 23.08 220.55 (709.20) 255.06 2008-09 525.75 141.16 36.86 88.55 (129.97) 662.35 229.98 0.42 84.86 2008-09 264.92 99.53 (Rs. in lakh)

Reliance Fresh Limited

21

Schedules forming part of the Balance Sheet

SCHEDULE N (Contd.) III. Expenses recognized during the year Gratuity (Unfunded) 2009-10 Current Service Cost Interest Cost on benefit obligation Expected Return on Plan Assets Past service Cost Actuarial gain/ (loss) recognized in the year Net benefit expense/ (Income) IV . Actuarial assumptions Gratuity (Unfunded) 2009-10 Discount rate (per annum) Expected rate of return on assets (per annum) Rate of escalation in salary (per annum) 7.50% 6.00% 2008-09 8.00% 4.00% Leave Encashment (Unfunded) 2009-10 7.50% 6.00% 2008-09 8.00% 8.00% 4.00% 85.37 9.22 78.31 172.90 2008-09 54.06 18.57 (180.85) (108.22) (Rs. in lakh) Leave Encashment (Unfunded) 2009-10 58.28 23.08 220.55 301.91 2008-09 141.16 36.86 88.55 266.57

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary. 6 Payment to Auditors (excluding Service Tax, wherever applicable): 2009-10 (i) Audit Fees 5.00 1.00 0.10 6.10 7 The Deferred Tax Assets (net) comprise of the following: As at 31st March, 2010 (i) Deferred Tax Assets Disallowance under the Income Tax Act, 1961 Carried forward loss 165.12 29,864.42 211.01 18,760.01 (Rs. in lakh) 2008-09 5.00 1.00 6.00 (Rs. in lakh) As at 31st March, 2009

(ii) Tax Audit Fees (iii) Expenses Reimbursed

(ii) Deferred Tax Liability Related to Fixed Assets 9,924.81 20,104.73 Note: The virtual certainty is based on agreements. 7,058.85 11,912.17

22

Reliance Fresh Limited

Schedules forming part of the Balance Sheet

SCHEDULE N (Contd.) 8 Earnings Per Share (EPS) 2009-10 (i) Net Profit/ (Loss) after tax as per Profit and Loss Account (Rs. in lakh) (13,516.41) 50 000 (27,032.82) 2008-09 (24,930.31) 50 000 (49,860.62)

(ii) Weighted Average number of equity shares used as denominator for calculating EPS (iii) Basic and Diluted Earnings/ (Loss) per share of face value of Rs. 10 each (Rupees) 9 General description of Lease Terms: (i) Lease rentals are charged on the basis of agreed terms. (ii) Assets are taken on lease over a period of 1 to 25 years. 10 Value of Imports on CIF basis in respect of:

(Rs. in lakh) 2009-10 2008-09 1,241.07 323.33

(i)

Traded Goods

1,367.40 1.41

(ii) Capital goods 11 Additional Information (to the extent applicable):

(Rs. in lakh) As at 31st March, 2010 (i) Capital Commitments: Estimated amount of contracts remaining to be executed on capital accounts (net of advances) and not provided for 263.62 As at 31st March, 2009 526.68

(ii) Contingent Liabilities: Outstanding guarantees furnished to Banks and Financial Institutions including in respect of Letters of Credit 12 Value of Stores and Packing Materials Consumed 2009-10 Rs. in lakh % of Consumption

616.83

521.85

2008-09 Rs. in lakh % of Consumption

Indigenous

2,482.44

100

3,030.27

100

Reliance Fresh Limited

23

Schedules forming part of the Balance Sheet

SCHEDULE N (Contd.) 13 Quantitative Details : The Company has made an application to the Central Government seeking exemption from presenting the information as per paras 3(i)(a) and 3(ii)(b) of Part II of Schedule VI to the Companies Act, 1956. Pending receipt of the approval granting the above exemption, details are being furnished to the extent practicable and giving meaningful information keeping in view the heterogeneous nature and non-uniform units of measurement of items purchased and sold. (Rs. in lakh) Sr. Category (i) Fresh Fruits & Vegetables Opening Stock Nos. Amount 623.19 (1,613.68) 4,741.75 (4,965.65) 1,142.83 (1,345.59) 1,376.99 (1,522.89) 935.93 (1,024.64) 1,590.71 (1,818.33) 847.26 (678.30) 4,974.02 (4,231.40) 16,232.68 (17,200.48) Purchases Nos. Amount 34,587.47 (31,192.49) 50,543.81 (49,529.39) 14,567.26 (11,496.42) 17,657.87 (12,563.24) 19,804.63 (18,940.47) 15,083.46 (10,656.85) 10,172.91 (7,711.26) 23,688.03 (22,020.72) 1,86,105.44 (164,110.84) Nos. Sales Closing Stock Amount Nos. Amount 45,181.16 (38,176.08) 55,499.83 (50,113.98) 16,122.33 (12,771.76) 18,522.84 (13,308.15) 21,123.96 (19,862.72) 15,544.34 (11,418.26) 11,378.80 (8,367.39) 23,647.61 (23,462.15) 207,020.87 (177,480.49) 834.71 (623.19)

(ii) Staples (iii) Processed Food (iv) Beverages (v) Dairy (vi) Personal Care (vii) Home Care (viii)Others Total 14

- 5,531.43 - (4,741.75) - 1,389.98 - (1,142.83) - 1,668.08 - (1,376.99) 1,215.61 (935.93)

- 2,762.77 - (1,590.71) 1,212.48 (847.26)

- 6,035.81 - (4,974.02) - 20,650.87 - (16,232.68)

As per Accounting Standard 18 Related Party Disclosures, notified in the Companies (Accounting Standards) Rules 2006, the disclosures of transactions with the related parties as defined in the Accounting Standard are given below : (i) List of related parties with whom transactions have taken place and relationships: Relationship Ultimate Holding Company Holding Company } } } } } Subsidiaries

Sr No Name of the Related Party 1 2 3 4 5 6 7 Reliance Industries Limited Reliance Retail Limited Delight Proteins Limited LPG Infrastructure India Limited Reliance F&B Services Limited Reliance Petro Marketing Limited Retail Concepts & Services (India) Limited

24

Reliance Fresh Limited

Schedules forming part of the Balance Sheet

SCHEDULE N (Contd.) SrNo Name of the Related Party 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 Reliance Agri Products Distribution Limited Reliance Autozone Limited Reliance Corporate IT Park Limited Reliance Dairy Foods Limited Reliance Digital Media Limited Reliance Food Processing Solutions Limited Reliance Footprint Limited Reliance Home Store Limited Reliance Hypermart Limited Reliance Leisures Limited Reliance Loyalty & Analytics Limited Reliance Polyolefins Limited Reliance Retail Insurance Broking Limited Reliance Supply Chain Solutions Limited Reliance Trade Services Centre Limited Reliance Trends Limited Reliance Wellness Limited Reliancedigital Retail Limited RESQ Limited Strategic Manpower Solutions Limited } } } } } } } } } } } } } } } } } } } } Fellow Subsidiaries Relationship

(ii) Transactions during the year with related parties (excluding reimbursements): (Rs. in lakh) Sr No Nature of Transactions Ultimate Holding Company 2 3 4 5 Loans and advances given/ (returned) Turnover Purchases Expenditure - Warehousing and Distribution Expenses - Store Running Expenses 5,293.12 7,625.64 3,639.28 1,940.81 5,293.12 7,625.64 3,639.28 1,940.81 72.71 132.94 Holding Subsidiaries Company 32,455.52 155,974.42 0.42 842.89 20.48 7,186.66 8,010.03 1,907.20 7,312.90 5,446.31 37.84 Fellow Subsidiaries 44.62 (994.79) 28,440.48 10,580.44 22,913.01 35,030.90 Total

Unsecured Loans taken/ (repaid)

32,455.52 155,974.42 8,054.65 912.41 35,826.51 17,002.58 22,971.33 42,217.56

Reliance Fresh Limited

25

Schedules forming part of the Balance Sheet

SCHEDULE N (Contd.) (Rs. in lakh) Sr No Nature of Transactions - General Expenses Ultimate Holding Company Balance as at 31st March, 2010 6 7 8 9 10 11 12 Share Capital Unsecured Loan Investments Loans and Advances Sundry Debtors Sundry Creditors Financial Guarantees taken 123.43 84.39 Note: Figures in italics represents previous years amount. Disclosure in respect of material Related Party Transactions during the year: 1 2 Unsecured Loan taken include from Reliance Retail Limited Rs. 32,455.52 lakh (Previous Year Rs. 155,974.42 lakh) . Loans and advances given include to Retail Concepts & Services (India) Limited Rs. 7,191.19 lakh (Previous Year Rs.1023.50 lakh), Delight Proteins Limited Rs. 788.66 lakh (Previous Year Rs. 686.01 lakh) and Reliance F&B Services Limited Rs. 30.19 lakh (Previous Year Rs. 197.12 lakh). Turnover include to Reliance Retail Limited Rs. 0.42 lakh (Previous Year Rs. 842.88 lakh), Retail Concepts & Services (India) Limited Rs. 7,265.95 lakh (Previous Year Rs. 5425.89 lakh) and Reliance Hypermart Limited Rs. 24,245.71 lakh (Previous Year Rs. 9,530.97 lakh). Purchases include from Reliance Retail Limited Rs. 20.48 lakh (Previous Year Rs. 7,186.66 lakh), Reliance Wellness Limited Rs.10,376.72 lakh (Previous Year Rs.18,246.98 lakh), Reliance Home Stores Limited Rs. 2,684.94 lakh (Previous Year Rs. 6,631.43 lakh ), Reliancedigital Retail Limited Rs. 266.16 lakh (Previous Year Rs. 1,382.24 lakh), Reliance Trends Limited Rs. 293.11 lakh (Previous Year Rs. 1,697.12 lakh) and Reliance Dairy Foods Limited Rs. 5,138.92 lakh (Previous Year Rs. Nil). Store Running expenses include Strategic Manpower Solutions Limited Rs. 3,639.28 lakh (Previous Year Rs. 1,940.81 lakh). Warehousing and Distribution expenses include Reliance Supply Chain Solution Limited Rs. 5,293.12 lakh (Previous Year Rs. 7,625.64 lakh). 5.00 5.00 210,028.94 177,573.42 32.33 91.82 616.83 521.85 49.00 49.00 10,267.30 2,257.27 932.08 90.79 4.40 48.60 3.98 2,506.74 1,057.77 1,036.30 590.97 5.00 5.00 210,028.94 177,573.42 49.00 49.00 10,315.90 2,261.25 3,562.25 1,232.95 1,073.03 682.79 616.83 521.85 Holding Subsidiaries Company Fellow Subsidiaries 124.68 Total 124.68

5 6

26

Reliance Fresh Limited

Schedules forming part of the Balance Sheet

SCHEDULE N (Contd.) 15 Loans and advances in the nature of Loans given to Subsidiaries : (Rs. in lakh) Sr. No. Name of the Company As at 31st March, 2010 As at 31st March 2009 Maximum balances During the year 261.61 834.74 2,225.00

1 2 3 Notes: (i)

Delight Proteins Limited Reliance F&B Services Limited Retail Concept & Services ( India) Limited

290.11 1,622.50 8,354.69

833.84 259.93 1,163.50

Loans and Advances shown above, to Subsidiaries fall under the category of Loans & Advances in nature of Loans where there is no repayment schedule and are re-payable on demand.

(ii) All the above loans and advances are interest free. (iii) Loans to employees as per Companys policy are not considered. (iv) All the above loans/ advances are to the companies under the same management. 16 Expenditure in Foreign Currency: (Rs. in lakh) 2009-10 (i) Travelling and Conveyance Expenses 2.19 4.77 6.96 17 18 2008-09 0.92 0.92

(ii) Other Repairs (iii) Other matters

Foreign currency exposures that are not hedged by derivative instruments as on 31st March, 2010 amount to Rs. 17.93 lakh (Previous Year Rs. Nil). Information as required under para 3, 4 and 4A to 4D of part II of schedule VI of Companies Act, 1956 are given to the extent applicable.

As per our Report of even date For Chaturvedi & Shah Chartered Accountants For S.V.Ghatalia & Associates Chartered Accountants

For and on behalf of the Board Raghu Pillai Director

Amit Chaturvedi Partner Membership No. 103141 Mumbai Dated : 22nd April, 2010

per Sudhir Soni Partner Membership No. 41870

Madhavan Ganesan Director

Reliance Fresh Limited

27

Additional information as required under part IV of Schedule VI to the Companies Act, 1956

Balance Sheet Abstract and Companys General Business Profile:

I. Registration Details: CIN Balance Sheet Date: U 0 1 1 0 0 M H 1 9 9 9 P L C 1 2 0 5 6 3 3 1 - 0 3 - 2 0 1 0 State Code: 1 1

II. Capital raised during the year (Amount in Rs. lakh): Public Issue: Bonus Issue: N I L N I L Rights Issue: Private Placement: N I L N I L

III. Position of Mobilisation and Deployment of Funds (Amount in Rs. lakh): Total Liabilities: Sources of Funds: Paid up Capital: Reserves & Surplus: Secured Loans: Unsecured Loan: Current Liabilities: 5 0 0 N I L 5 8 9 3 2 1 0 0 2 8 9 5 1 3 8 6 3 1 2 2 2 3 9 5 6 0 0 Total Assets: Application of Funds: Fixed Assets: Investments Deferred Tax Assets: Current Assets: Miscellaneous Expenditure Accumulated Losses: IV. Performance of the Company (Amount in Rs. lakh): Turnover: Profit/Loss Before Tax: Earning per share in Rs: - Basic - Diluted V . ( ( 2 7 0 3 2 . 2 7 0 3 2 . 8 2 ) 8 2 ) ( 2 0 8 2 7 3 3 2 2 1 7 0 8 9 7 ) Total Expenditure: Profit/Loss After tax: Dividend Rate: ( 2 3 4 5 2 8 9 6 1 3 5 1 6 4 1 ) N I L 1 1 3 0 7 3 6 9 4 9 0 0 2 0 1 0 4 7 3 4 9 5 3 5 3 9 N I L 2 2 3 9 5 6 0 0

4 1 1 9 3 1 9

Generic Names of principal services of the company: Item Code number Product Description N A NA

28

Statement Pursuant to Section 212 of the Companies Act, 1956, relating to Companys Interest in Subsidiary Companies for the financial year 20092010 Retail Concepts Reliance F&B & Services (India) Services Limited Limited 31st March, 2010 27 November 2007 50,000 Equity shares of the face value of Rs.10 each fully paid-up 100% 100% 100% 100% 50,000 Equity shares of the face value of Rs.10 each fully paid-up 50,000 Equity shares of the face value of Rs.10 each fully paid-up 50,000 Equity shares of the face value of Rs.10 each fully paid-up 27 November 2007 27 November 2007 31 March 2009 31 March 2009 45,000 Equity shares of the face value of Rs.10 each fully paid-up 31st March, 2010 31st March, 2010 31st March, 2010 31st March, 2010 Delight Proteins Limited Reliance Petro Marketing Limited LPG Infrastructure (India) Limited

Sr. No.

Name of Subsidiary Company

The financial year of the Subsidiary Company ended on

Reliance Fresh Limited

Date from which it became Subsidiary Company

3 a. Number of shares held by Reliance Fresh Limited with its nominees in the subsidiary at the end of the financial year.

b. Extent of interest of holding company 100% at the end of the financial year.

The net aggregate amount of the Subsidiary Companys Profit/(Loss) so far as it concerns the members of the holding Company.

a. Not dealt with in the holding Companys accounts. (Rs.182.22 lakh) (Rs.3031.86 lakh) (Rs.189.25 lakh) (Rs.362.51 lakh) (Rs.25.75 lakh) (Rs.106.39 lakh) Rs.9.51 lakh NIL Rs.115.29 lakh NIL

i) For the financial year ended 31st March, 2010

ii) For the previous financial years of the subsidiary company since it became the holding Companys subsidiary.

b. Dealt with in holding companys account: NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL

i) For the financial year ended 31st March, 2010

ii) For the previous financial years of the subsidiary company since it became the holding Companys subsidiary.

For and on behalf of the Board Madhavan Ganesan Director

Raghu Pillai Director

Mumbai Dated : 22nd April, 2010