The Companys Directors are pleased to present the 72nd Annual Report
 of the Company along with the audited accounts for the year ended 31st
 March, 2011.
 
 Financial Performance
 
                                                          Rs. in Crore
 
                                                 FY 2010-11 FY 2009-10
 
 Gross Sales Turnover and Other Income *            2770.55    2253.02
 
 Gross Profit before Interest & Depreciation         263.69     246.30
 
 Less : Interest                                      29.08      31.47
 
 Less : Depreciation                                  10.76       9.20
 
 Profit before Taxes & Provisions                    223.85     205.63
 
 Less : Provision for Irrecoverable
        portion of Loan                                5.00       5.00
 
 Less : Provision for Taxation
 (including deferred taxation & FBT)                  73.99      75.35
 
 Profit after Tax                                    144.86     125.28
 
 Less : Prior Period Adjustments                       0.29       0.55
 
 Less : Taxes in respect of earlier years              0.78          -
 
 Less : Provision for Taxation in respect of
        earlier years                                     -       7.63
 
 Add : Balance brought forward from
       previous year                                  32.02      21.73
 
 Balance available for appropriation                 175.81     138.83 
 
 Appropriations :
 
 (i) Dividend paid on exercise of Stock Options        0.15          - 
 
 (ii) Tax on Dividend paid on exercise of
 Stock Options                                         0.02          -
 
 (iii) Proposed Dividend on Equity Shares             27.68      23.42
 
 (iv) Tax on Dividend                                  4.49       3.89
 
 (v) Transferred to General Reserve                  100.00      79.50
 
 Balance carried to Balance Sheet                     43.47      32.02
 
 * Other income Rs.5.73 crore (Previous year - Rs.3.62 crore)
 
 Increase in number of shares
 
 The increase in number of shares is due to the issue of 13,00,312
 equity shares of Rs. 2 each to the employees upon exercise of their
 stock options. These shares were included, on weighted average basis,
 for the computation of EPS.
 
 Dividend
 
 Directors are pleased to recommend a dividend of Rs.2.80 per equity
 share of the face value of Rs.2 for the year ended 31st March, 2011
 (Previous year Rs.2.40 per equity share of the face value of Rs.2). The
 payment of dividend, subject to the approval at the AGM on July 28,
 2011 will be paid to the shareholders whose names appear on the
 Register of Members with reference to the book closure from July 22,
 2011 to July 28, 2011 (inclusive of both dates). The dividend will
 absorb Rs.32.17 crore (including dividend tax of Rs.4.49 crore).
 
 Shares that may be allotted on exercise of Options granted under the
 Employee Stock Option Scheme before the Book Closure for payment of
 dividend will rank pari passu with the existing shares and be entitled
 to receive the dividend.
 
 Operations:
 
 Lighting
 
 The turnover of lighting products viz. Lamps, Tubes, Luminaires, and
 Domestic fittings increased by about 17.8% at Rs.631 crore during the
 year under review from Rs.536 crore in the previous year.
 
 The Luminaires BU is continuously working on developing
 energy-efficient consumer luminaire. It has successfully launched LED
 based luminaries for landscape & decorative lighting. It has also
 entered into an arrangement with Helvar Ltd of Finland for Dimming &
 non-Dimming electronic ballasts as also for Lighting Controls to offer
 complete energy saving solutions to discerning class of customers and
 has partnered with Securiton of Switzerland & Delta Controls of Canada
 to offer the latest and cutting edge Security and BMS (Building
 Management Systems) to its institutional customers. The CFL (Compact
 Fluorescent Lamps) sales has increased significantly and crossed Rs.175
 crore mark.
 
 Consumer Durables
 
 The turnover of consumer durables, which include fans and small
 appliances, increased by over 33.8% at Rs.1,277 crore during the year
 under review from Rs. 954 crore in the previous year. The Companys
 Morphy Richard brand has emerged as the fastest growing premium brand
 with a growth of 34% and a CAGR of 35%. The Company has continued to
 introduce new range of products with varied models and improve the
 technology and quality in order to gain a competitive advantage.
 
 Chakan Unit
 
 The production at this Unit showed increase during the year under
 review with production of 4,28,259 nos. of fans as against 3,47,434
 nos. of fans in the previous year. We are developing this Unit to cater
 to our growing export requirement.
 
 Engineering & Projects
 
 The E & P BU has achieved a turnover of Rs.850 crore as compared to
 Rs.755 crore in the previous year, registering a growth of 14% and a
 CAGR of 25%. The Unit produced 4,200 nos. of Highmasts and 45,000 nos.
 of Street Lighting Poles as against 4,600 nos. and 33,255 nos.
 respectively in the previous year. The Unit also manufactured 19004 MT
 of transmission line towers as against 17,446 MT in the previous year.
 The BUs order book position at the end of the year 2010-11 stood at
 Rs.750 crore. The overall margins for this BU during the year under
 review were depressed, because of abnormal increase in raw materials
 prices and extra efforts for time bound completion of prestigious CWG
 Projects under critical time constraints and adverse weather
 conditions.
 
 The infrastructure development continues to be the Governments focus
 area, which offers a good opportunity to this division to improve its
 growth and profitability in the future.
 
 Wind Energy
 
 The 2.8 MW Wind Farm at Village Vankusawade in Maharashtra generated
 36,02,359 electrical units during the year under review (Previous Year
 41,51,102 units).
 
 Stock Options
 
 During the year under review 6,95,000 Options were granted under Growth
 Plan to the eligible employees at a price of Rs.313.95 per option,
 being the closing equity price of the Company on the National Stock
 Exchange of India Ltd.
 
 Details of the shares issued under ESOP, as also the disclosures in
 compliance with Clause 12 of the Securities and Exchange Board of India
 (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
 Guidelines, 1999 are set out in the Annexure to this Report.
 
 None of the management employees or Wholetime Directors has received
 options exceeding 5% of the value of the options issued for the year
 ended March 31, 2011. Likewise, no employee has been issued share
 options, during the year equal to or exceeding 1% of the issued capital
 of the Company at the time of grant.
 
 Deposits
 
 From the financial year 2008-09, the Company has stopped accepting
 and/or renewing public deposits and the deposits aggregating to
 Rs.211.34 lacs, which were due for repayment after March 31, 2009, were
 prepaid along with interest accrued thereon as on March 31, 2009. Out
 of this, as on the date of this report, pre-payment cheques in respect
 of 5 deposits aggregating to Rs.1.46 lacs have not been encashed and
 therefore remains to be paid.
 
 Depository System
 
 As the members are aware, the Companys shares are compulsorily
 tradable in electronic form. As on March 31, 2011, almost 94.92% of the
 Companys total paid-up capital representing 9,38,18,582 shares were in
 dematerialised form.
 
 Risk Management
 
 The Companys Risk Management Policy is backed by strong internal
 control systems. The risk management framework consists of policies and
 procedures framed at management level and strictly adhered to and
 monitored at all levels. The Company also has a sound internal audit
 system in place.  The audit consists of an independently constituted
 team in the Company and outside auditors appointed for the purpose.
 The risk policy and internal Audit Reports are periodically reviewed by
 the Board and Audit Committee with emphasis on maintaining its
 effectiveness in dynamic business environment.
 
 Corporate Governance
 
 Pursuant to Clause 49 of the Listing Agreement with BSE, NSE and DSE,
 the Corporate Governance Report together with a certificate from the
 Companys Auditors confirming compliance, is set out separately,
 forming part of this Report.
 
 All the Directors in the Board and the senior management personnel of
 the Company have affirmed compliance with the Code of Conduct for the
 financial year 2010-11. A declaration to this effect signed by the
 Chief Executive Officer (CEO) of the Company is contained in this
 Annual Report.
 
 The CEO and CFO have certified to the Board with regard to the
 financial statements and other matters as required in Clause 49 of the
 Listing Agreement and the said Certificate is contained in the Annual
 Report.
 
 Management Discussion and Analysis Report
 
 A Management Discussion and Analysis Report is been attached and forms
 part of the Annual Report.
 
 Social Initiatives
 
 Your Company is a socially responsible corporate citizen. In keeping
 with the Companys commitment towards contribution to community
 welfare, the Company and its employees continue to support and closely
 associate with Paryavaran Mitra (Friends of Environment) a non-
 government organization (NGO) and involved in numerous activities like
 tree plantation, cleanliness drive, tobacco free environment and
 creation of social awareness, training & dissemination of information
 concerning Paryavaran (Environment) and Pollution and host of other
 activities for the cause of environment protection at Companys various
 locations.
 
 Subsidiaries
 
 The Company has no subsidiary as on 31st March, 2011.
 
 Directors
 
 In accordance with the provisions of the Companies Act, 1956, Shri
 H.V.Goenka and Shri V.B.Haribhakti retire by rotation and being
 eligible, offer themselves for re-appointment.
 
 Brief resumes of the Directors proposed to be re-appointed as required
 under Clause 49 of the Listing Agreement are provided in the Notice of
 the Annual General Meeting forming part of the Annual Report.
 
 Auditors Report
 
 The observations made in the Auditors Report read together with the
 relevant notes thereon, are self-explanatory and do not call for any
 comments under Section 217 of the Companies Act, 1956.
 
 Auditors
 
 The Members are requested to appoint Auditors and fix their
 remuneration. M/s.Dalal & Shah, the retiring Auditors have furnished a
 certificate of their eligibility for re-appointment as required under
 Section 224(1B) of the Companies Act, 1956.
 
 Disclosure of Particulars
 
 The particulars prescribed under 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
 regarding Conservation of Energy, Technology Absorption, Foreign
 Exchange Earnings and Outgo, etc. to the extent applicable are set out
 in the Annexure hereto.
 
 Particulars of Employees
 
 Information to be provided under Section 217(2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975, as
 amended, forms part of this Report. However, as per the provisions of
 Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and
 Accounts are being sent to the shareholders of the Company excluding
 the statement of particulars of employees under Section 217(2A) of the
 Act and the same will be made available to any shareholder on request.
 
 Directors Responsibility Statement
 
 The Directors based on the information / representations received from
 the Operating Management, confirm that:
 
 (a) in the preparation of the annual accounts, the applicable
 accounting standards have been followed and that no material departures
 have been made from the same;
 
 (b) they have selected such accounting policies and applied them
 consistently and made judgements 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 profit or loss
 of the Company for that period;
 
 (c) they 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; and
 
 (d) they have prepared the annual accounts on a going concern basis.
 
 Industrial Relations
 
 The relations with the employees of the Company have continued to
 remain cordial.
 
 Acknowledgement
 
 The Board wishes to place on record its appreciation of the sincere
 efforts put in by employees of the Company, in helping it reach its
 current growth levels.
 
 Your Directors place on record their appreciation for the support and
 assistance received from the customers, investors, business associates,
 bankers, vendors, regulatory and government authorities.
 
                            For and on behalf of the Board of Directors
 
 Mangesh Patil          R. Ramakrishnan        Shekhar Bajaj
 Company Secretary     Executive Director  Chairman & Managing Director
 
 Mumbai, May 23, 2011