The Directors have pleasure in presenting the Twentieth Annual Report
 on the business and operations of the Company together with the Audited
 Statement of Accounts for the financial year ended 31st March, 2011.
 
 FINANCIAL RESULTS                                   (Rs. in lacs)
 
 PARTICULARS                            Year ended      Year ended
 
                                        31.03.2011      31.03.2010
 
 Gross Sales and other Income            43,430.71       45,113.37
 
 Profit before Interest, 
 Depreciation & Tax                       3,105.56        2,372.92
 
 Depreciation                             1,334.73        1,300.36
 
 Gross Profit                             1,760.82        1,072.56
 
 Interest                                 1,494.22        1,445.83
 
 Profit Before Tax                          266.62         (327.26)
 
 Less : Provision for Obsolete
 
 Inventories, Doubtful Debts and
 
 Warranty Claims                          1,193.01        1,135.88
 
 Less: Adjustments relating to
 
 earlier years (Net)                         81.68          421.11
 
 Provision for Tax                          123.85           (3.12)
 
 Profit After Tax                          (884.22)      (1,927.13)
 
 Balance of Profit / (Loss) 
 brought forward                          4,053.52        5,980.66
 
 Balance of Profit carried 
 forward to next                          3,169.30        4,053.52 
 year
 
 Previous years figures have been regrouped/ rearranged wherever
 considered necessary.
 
 FINANCIAL AND OPERATIONAL PERFORMANCE
 
 During the year under review, Gross Sales was recorded at Rs. 43,269.12
 lacs as against Rs. 45,077.74 lacs in 2009-2010, a decrease of 4.01%
 over 2009-10. The Gross Sales for the Automotive Business in 2010-2011
 has increased from Rs. 21,980.26 lacs in 2009-2010 to Rs. 24,897.88
 lacs i.e. by 13.3% and the Earning before interest, depreciation and
 taxes has increased from Rs. 4,939 lacs to Rs. 5,304 lacs i.e. 7.4%
 over 2009-2010. In case of General lighting business, the gross sales
 before discount & warranties in 2010-2011 have decreased from Rs.
 25,615 lacs in 2009- 2010 to Rs. 22,336 lacs i.e. by 12.8%. The Earning
 before interest, depreciation and taxes for general lighting business
 has improved from Rs. (2,164) lacs in 2009-2010 to Rs. (2,033) lacs
 i.e. 6% in 2010-2011. Profit before tax (PBT) after providing for
 Obsolete Inventories, Doubtful Debts, Warranty Claims and prior period
 adjustments was Rs. (1,008.07) lacs against Rs. (1,930.26) lacs and Net
 Profit after tax at Rs.  (884.22) lacs as against Rs. (1927.13) lacs in
 2009-2010 respectively. The Company produced 910.44 lacs electric lamps
 as against 923.79 lacs electric lamps last year, a decrease of 1.44%.
 The operating results of the Company have been lower on account of: -
 
 1) High Warranty Returns in CFL business.
 
 2) Withdrawal of exposure from the OLM business and focusing on own
 brand for CFL business.
 
 3) Reduction of exposure from high warranty prone areas/ markets in the
 CFL business.
 
 BUSINESS/OPERATIONS
 
 AUTO BUSINESS
 
 The Auto ancillary business saw robust growth but there was a shortage
 of halogen capacity globally. Halonix sales grew 15% YOY driven by a
 strong performance by the OEM segment.  The OEM sales grew by 37% and
 Halonix Branded sales grew by 27%. Exports grew by 3% and were hampered
 mainly on account of capacity constraints. Halonix gained market share
 in OEM segment from competitors in both 2 wheelers (5%) as well as 4
 wheelers (4%). New customers / markets have been developed in Latin
 America, Middle–East as well as new International OEM customers. During
 the year, three new production lines were commercialized and the full
 benefit of these will be accruing this year.
 
 GENERAL LIGHTING BUSINESS
 
 The General Lighting branded business had a flat year with the retail
 sales growing by 2% year on year. The industry was plagued by the
 infusion of low price LPF lamps despite their production being illegal,
 which put price pressure on HPF lamps. However by the end of the year
 the situation had improved substantially and going forward we see
 stabilization in prices and sales volumes.
 
 There is a rapid shift taking place from Ordinary Incandescent Lamps to
 energy efficient Compact Fluorescent Lamps (CFLs) also in turn because
 of the efforts of the Government to replace Ordinary Incandescent Lamps
 with energy saving Lamps under the CER / Bachat lamp Yojana scheme.
 Halonix executed one such project in Chattisgarh and in the coming
 years, the CFL market is set to show tremendous growth driven by the
 carbon credits. With our installed capacity, we are poised to benefit
 from the increasing usage of CFLs.
 
 The company has taken a strategic decision to get out of the Private
 labeling business as such saw a 68% dip in the sales for this segment.
 The company had to provide in this year, the warranty of the CFL lamps
 sold earlier which impacted the bottomline adversely. However this is a
 one time cost and the company expects to rebound strongly here-after
 based on the growth in the branded retail sales. The company has also
 focused on increasing the product basket in the general lighting
 business which will help the company to achieve better top and bottom
 line.
 
 LUMINAIRES BUSINESS
 
 Luminaries business has grown by nearly 30% over the previous year.
 There has been significant progress in the network expansion and most
 of the major metro cities have exclusive showrooms put up by the
 channel partners. Thus providing our customers an opportunity to
 experience the product before purchasing them.
 
 The basic foundation has been laid for an aggressive growth ahead in
 Infrastructure and Domestic segments of the market. The company has
 been making rapid strides in LED business segment. The strong technical
 team in the division has been able to develop and offer high quality
 and high performance products in the LED space. This has led to the
 positioning of our brand in the institutional segment as a premium one.
 
 With strong growth being witnessed in Domestic and institutional
 segments, our luminaries division is poised for greater heights in the
 months ahead.
 
 DIVIDEND
 
 Due to loss and inadequacy of profits in the Company, your Board has
 decided not to recommend any Dividend for the year 2010-2011.
 
 RESTRUCTURING OF OPERATIONS OF THE COMPANY
 
 The Board of Directors of the Company in its meeting held on 06.05.2010
 approved the sale and transfer of its General Lighting Business, on a
 Slump Sale and Going concern basis, to its wholly owned subsidiary,
 Halonix Technologies Limited (HTL), with effect from 01.04.2010. The
 company bifurcated its operations into Automotive and General Lighting
 businesses and obtained two independent valuation reports for the
 General Lighting business as on 31.03.2010. The shareholders of the
 Company also accorded their approval for the sale of General Lighting
 business to HTL and its subsequent sale. In terms of the Accounting
 Standard-24 on Discontinuing Operations, the company made requisite
 disclosures and reported its financial results for the quarters ended
 September 30, 2010 and December 31, 2010 since the proposed sale of
 business constituted discontinuing operation within the meaning of
 this Accounting Standard. The Slump Sale Agreement for sale of General
 Lighting business has not been executed as on 31.03.2011. The Board of
 Directors of the Company, in its meeting held on 20.05.2011 i.e. before
 signing of the Accounts, has decided not to Sell and transfer its
 General Lighting business and continue both Automotive and General
 Lighting businesses as two separate and distinct lines of business ie.
 Strategic Business units to continue to avail economies of scale and
 synergies between the two businesses.
 
 ACQUISITION OF ASSETS AND TRADEMARKS OF COMPANIES IN EUROPE
 
 During the year 2010-11, the company acquired 100% shareholding of
 International Lamps Holding Company S.A
 
 (ILHC) and through ILHC two downstream subsidiaries namely Luxlite
 Lamps Sarl in Luxembourg and Trifa Lamps GmbH in Germany. The Company,
 including through its wholly owned subsidiary ILHC and downstream
 subidiaries Luxlite Lamp Sarl and Trifa Lamps GmbH, entered into an
 Agreement to acquire their business, with Luxlite Sarl and Trifa
 Gluhlampenwerk am Trifels GmbH. Halonix Limited has extended Corporate
 guarantee and SBLC aggregating to Euro 2.7 million to Trifa Lamps Gmbh
 for its working capital requirements.
 
 Since the terms & conditions of the various agreements entered into by
 the parties could not be fulfilled either in terms of spirit or by
 action, the Board of Directors decided that the acquisition of overseas
 entities be called off. Further, as per the terms of the Agreements,
 the transaction shall get RESTITUTED and the Seller shall be required
 to refund the purchase price towards sale and purchase of the Sale
 Shares / equity investment and / or unsecured loans made by the
 Purchaser to the Company. Accordingly, the accounts of the subsidiaries
 have not been consolidated with the Companys accounts as on 31.03.11.
 The Directors of the Company are also of the opinion that all the dues
 from overseas companies are fully recoverable, including the Corporate
 guarantee and SBLC aggregating to Euro 2.7 million.
 
 CORPORATE GOVERNANCE
 
 Our focus on corporate governance are, where investor and public
 confidence in companies is no longer based strictly on financial
 performance or products and services but on a companys structure, its
 board of directors, its policies and guidelines, its culture and the
 behavior of not only its officers and directors, but also all of its
 employees.
 
 Our approach is proactive, starting with our Leadership Team.  It is
 also deeply ingrained in our corporate culture, guiding how we work and
 how we do business. We apply and adhere to the rules—not just those
 required by government, but also those we impose on ourselves (OSHAs,
 ISO etc) to meet the highest possible standards.
 
 We continually discuss bylaws and governance practices, changing our
 policies when necessary and pointing out areas where we need to improve
 our performance. We also compare our practices to the criteria used by
 outside organizations to evaluate corporate performance.
 
 As an organization we are proud of our strong commitment for
 maintaining the highest standards of corporate governance.  As a listed
 Company, necessary measures are taken and systems put in place to
 comply with the Listing Agreement with Stock Exchanges.
 
 A separate Report on Corporate Governance along with a Certificate of
 Compliances of conditions of Corporate Governance from the Practicing
 Company Secretary forms part of this Report.
 
 QUALITY POLICY / CERTIFICATION
 
 The Company is committed to provide consistent good quality products to
 its customers worldwide and for achievement of world class quality in
 the products manufactured, every employee is involved in ensuring
 quality of products at all times.  Management on its part is fully
 committed to further improve quality and provide all resources to
 accomplish this task. The Company is also committed to continuously
 improve safety and health of employees and working environment through
 institutionalizing proactive safety, health and environmental
 management strategies.
 
 CERTIFICATION(S)
 
 The Company is certified for ISO 9002 since Nov. 1994 & QS
 9000:1998/ISO 9001:1994 since Jan. -2002, ISO/TS 16949:2002 since May,
 2003 by RWTUV, Germany. The Company has also certified for ISO
 14001:2004 and OHSAS 18001: 1999 since Apr. -2005 by RWTUV, Germany.
 
 The Company is certified for ISO:9001:2008 and ISO/TS 16949:2009 for
 all units located in Noida, valid until 2012 and ISO: 14001:2004,
 OHSAS: 18001:2007 is valid until 2014 for all units by TUV NORD INDIA
 PVT. LTD., Germany.
 
 The Certification of ISO 9001:2008 and ISO/TS 16949:2009 are valid
 until Feb., 2014. For Dehradun plant and Haridwar plant certification
 of ISO 9001:2008 is valid until Aug., 2011.
 
 The Companys (59-A) testing lab is NABL accredited in July 2010 and SA
 8000 Certified.
 
 The Companys units at A1, Phase-II, Noida and Haridwar are certified
 for RoHS compliance and the audit was performed by Intertek. Your
 Company was the first Company in India to be certified with RoHS
 compliance through certification audit and this certification is valid
 till 2013 and also approved by BIS for the CFL products.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Board of Directors of your Company state:
 
 i. that in the preparation of the annual accounts, applicable
 accounting standards had been followed alongwith proper examination
 relating to material departures, if any;
 
 ii. that 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. that the directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 iv. that the directors have prepared the annual accounts on a going
 concern basis.
 
 PUBLIC DEPOSITS
 
 The Company has not accepted any deposits from Public, during the year
 under review.
 
 DIRECTORS
 
 Mr. Raj Krishan Sahgal, and Mr. Ganapati Rathinam, Director(s), are
 liable to retire by rotation at the forthcoming Annual General Meeting,
 and being eligible offer themselves for re-appointment.
 
 Mr. Susanta Kumar Neogi has been appointed as an Executive Director for
 a period of one year with effect from 8th day of September, 2010.
 
 Mr. Padmanabh Pundrikray Vora, Independent and Non- Executive has been
 appointed as an Additional Director with effect from 20th May, 2011.
 The Company has received notice along with requisite deposit under
 section 257 of the Companies Act, 1956 for his appointment at the
 ensuing Annual General Meeting. The Board recommends the same for your
 approval.
 
 Mr. Shomik Mukherjee, Non-Executive and representative of Argon India
 Limited and Argon South Asia Limited has been appointed as an
 Additional Director with effect from 20th May, 2011. The Company has
 received notice along with requisite deposit under section 257 of the
 Companies Act, 1956 for his appointment at the ensuing Annual General
 Meeting. The Board recommends the same for your approval.  In terms of
 Clause 49 of the Listing Agreement with Stock Exchanges, the details of
 the Directors to be appointed / re-appointed are contained in the
 accompanying notice for convening the ensuing Annual General Meeting.
 
 During the period, Mr. Jayant Davar, Director, resigned and was
 relieved from the Board of the Company with effect from 11th August,
 2010. Mr. Girija Shankar Tripathy, Director, resigned and was relieved
 from the Board of the Company with effect from 28th January, 2011. Your
 Board of Directors wish to place on record their sincere appreciation
 for the guidance and valuable contribution made by Mr. Jayant Davar and
 Mr. Girija Shankar Tripathy in the deliberations of the Board during
 their tenure as Directors of the Company.
 
 AUDITORS
 
 M/s. Arun K. Gupta & Associates, Auditors of the Company, retire at the
 forthcoming Annual General Meeting, and being eligible offer themselves
 for re-appointment. The Company has received an eligibility letter
 under section 224(1B) of the Companies Act, 1956 from the Auditors and
 recommend their appointment for your approval.
 
 AUDITORS COMMENT IN THE AUDITORS REPORT
 
 The Auditors Report of the Company do not carry any comment/
 qualification to the Audited Financial Results for the financial year
 ended 31st March, 2011.
 
 LISTING OF SHARES
 
 The Equity Shares of the Company are listed on Bombay Stock Exchange
 Ltd. and National Stock Exchange of India Ltd. The Listing Fees for the
 financial year 2011-2012 has been paid.
 
 COST AUDIT
 
 The Board of Directors, in pursuance of an order made under section
 233B of the Companies Act, 1956, has appointed M/s. J.K. Kabra & Co.,
 Cost Accountants, New Delhi as Cost Auditors for conducting audit of
 the cost accounts maintained by the Company for the financial year
 ended 31st March, 2011.
 
 SUBSIDIARY COMPANY
 
 The Company has one non-listed 100% wholly owned subsidiary company
 Halonix Technologies Limited. There are no operations during the year
 in the Company. The Balance Sheet, Profit and Loss Account and
 schedules thereto along with the Statement in terms of Section 212 of
 the Companies Act, 1956 forms part of this Annual Report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Information 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, is given below:
 
 A. Conservation of Energy
 
 The company continues its policy of priority to energy conservation
 measures including regular review of energy conservation, consumption
 and effective control of utilization of energy.
 
 The following energy conservation measures were implemented during the
 year under review.
 
 - APFC (Auto Power Factor correction Panel) 360 KVAR has been installed
 to control the reactive power losses now the power factor reading is
 completely controlled.
 
 - Low wattage lamps replaced in place of high wattage
 
 lamps like 250W MHL lamps have been replaced by T5 (28W) and spiral
 lamps (55W) to reduce the power consumption of lights.
 
 - Motion sensors and time based sensors installed for auto switching of
 plant and boundary lights to control the unusual working of lights.
 
 During the year under report, Company has consumed units of energy as
 detailed below:-
 
 Electric Energy - 137.43 (previous. year 135.22) lac units supplied by
 Power Corporation, 21.47 (previous year 18.87) lac units generated by
 DG sets.
 
 Diesel - 7.09 (previous. year 5.78) lac litres for running of DG sets.
 
 (b) Additional Investments and proposals, if any, being implemented for
 reduction of consumption of energy
 
 No major additional investment is required.
 
 (c ) Impact of the measures at(a) and (b) above for reduction of energy
 consumption and consequent impact on the cost of production of goods.
 
 Not applicable
 
 B.  Technology Absorption
 
 Particulars regarding Research & Development, Technology Absorption,
 Adaptation and Innovation are given under in prescribed Form ‘B.
 
 1. Research & Development (R & D) :
 
 (i) Specific Areas in which R&D carries by the Company
 
 1.  Commercialized LED based tail lights E-Homologation.
 
 2.  For LED lighting investment close to about Rs. 30 lacs was done for
 tooling/ testing/ new design testing and validating and generating IES
 files related to LED.
 
 (ii) Benefits derived as a result of the above R&D
 
 1. Company has been able to develop products which on validation has
 proven to be more effective products than the products available in the
 market.
 
 (iii) Future Plan of Action The Company will continue product
 development and other regular activities related to for tooling/
 testing/ new design testing and validating and generating new products
 to improve quality and reduce cost by increasing the raw material
 efficiency and reducing wastage.  To commercialize the products
 developed.  Penetrate market.
 
 (iv) Expenditure on R & D During the year Company has invested close to
 INR 20 lacs for tooling / testing / New Design testing and validation.
 
 2. Technology Absorption, Adaptation and Innovation
 
 (i) Efforts in brief made towards technology absorption, adaptation and
 innovation : Technology to manufacture Halogen Lamps and CFL Lamps has
 been fully absorbed.
 
 (ii) Benefits derived as a result of the above efforts.
 
 : Stabilized Operations
 
 (iii) Details of technology imported during last five years
 
 (a) Technology Imported : N.A.
 
 (b) Year of Import : N.A.
 
 (c) Has technology been fully absorbed : N.A.
 
 (d) If not fully absorbed, area where this has not taken place.
 
 : N.A.
 
 Activities relating to export, initiative taken to increase the export,
 development of new export markets for products and export plan.
 
 The Company taking necessary steps to increase export activities. The
 Company is having a unit in NSEZ. The Company is trying to acquire
 marketing Company in Europe.
 
 Nature of Employment
 
 – The employment is contractual.
 
 Other Terms and Conditions
 
 – The terms and conditions of employment are based on the board
 resolution, shareholders resolution and appointment letter.
 
 Nature of Duties
 
 – All the above personnel look after day–to-day activities of the
 Company under the supervision of Board of Directors of the Company.
 
 – No employee as mentioned above are related to each other.
 
 The above employees are not holding any shares in the Company.
 
 ACKNOWLEDGMENT
 
 Your Directors wish to place on record their gratitude to NSEZ
 Authorities, Banks, Business Associates and Shareholders for their
 unstinted support, assistance and co-operation.
 
 Your Company and its Directors also acknowledge with thanks the full
 fledged co-operation received from the employees at all levels.
 
                                     For and on behalf of the Board
 
 Place : Noida                                   RAJ KRISHAN SAHGAL
 
 Date : 20.05.2011                                         Chairman